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

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: (i) to its Affiliates and to 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); (ii) 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 ((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 or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; (v) 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,

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.)

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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: (i) to its Affiliates and to 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); (ii) 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 ((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 or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; (v) 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,, (viii) with the consent of the Parent Borrower or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 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 of them 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 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 information is clearly identified at the time of delivery as confidential or delivered pursuant to Section 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. 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 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, the L/C Issuers and the Lenders Credit Parties agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Affiliates, Approved Funds, and to it 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Requirement of Laws or regulations or by any subpoena or similar legal process in which case process, provided that the Administrative Agent, such L/C Issuer Agent or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to agrees that it will notify the Parent Borrower prior to as soon as practicable in the event of any such disclosuredisclosure by such person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be an Additional Commitment Lender; or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to any Loan Party and its obligations, (g) with the consent of the Borrower, (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 Borrowers and Loan Parties received by it from such Lender) or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Credit Party or any of their obligations, (vii) respective Affiliates on a non-confidential basis from a source other than the Loan Parties and which source is not known by such Agent or Lender to (A) be subject to a confidentiality restriction in respect thereof in favor of any ratings agency in connection with rating Holdings, of the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Credit Parties or any similar agency in connection with Affiliate of the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,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, Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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 confidentialconfidential and that the party disclosing Information to such Person shall remain liable for any direct damages arising out of any such unauthorized disclosure by any such Person); , (iib) to the extent required or 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (after prior notice to Borrower to the extent permitted) to notify the Parent Borrower prior to such disclosure; reasonably practicable and not prohibited by applicable law), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of 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 Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than Borrower. For purposes of this Section, “Information” means all information received from Borrower or any Subsidiary relating to (A) Borrower or any ratings agency 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. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with rating Holdingsits obligation to do so if such Person has exercised reasonable care to maintain the confidentiality of such Information. Each of Agent, the Borrowers or their Subsidiaries or Lenders and the credit facilities provided hereunder or L/C Issuer acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning Borrower or any similar agency 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 connection accordance with the issuance applicable Law, including applicable Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 3 contracts

Samples: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Senior Facility Agent, the L/C Issuers Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks, and the Senior Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it 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); (iib) to the extent requested or required or requested 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 Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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 disclosureAssignments); (iiic) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) 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); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.17, to (Ai) 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 Agreement, (Bii) 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 Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,Borrower or

Appears in 3 contracts

Samples: Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (Cheniere Energy Partners, L.P.), Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (Cheniere Energy, Inc.), Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (Sabine Pass Liquefaction, LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) 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 be a Lender pursuant to Section 2.14(b) or 2.17(d) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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, the L/C Issuer or any of their respective Affiliates on a non-confidential 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 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.

Appears in 3 contracts

Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) on a confidential and need-to-know basis to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who need to know such information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed will be subject to keep such Information confidentialcustomary confidentiality obligations of professional practice or will agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this Section 10.07 (or language substantially similar to this Section 10.07); , (iib) 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 Agentsuch Person, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not permitted by law and except where such disclosure is made in the case course of routine audits or reviews by regulatory or self-regulatory authorities, shall inform the Borrower promptly) or to any such requests which are part ofFederal Reserve Bank or central bank in connection with a pledge or assignment pursuant to Section 10.06(f), 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; (iiic) to the extent required pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or by applicable Laws laws (including for purposes of establishing a “due diligence” defense) or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify permitted by law, shall inform the Parent Borrower prior to such disclosure; promptly), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any permitted assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential basis that to its knowledge is nonconfidential from a source other than the Borrower or (Aiii) any ratings agency in connection with rating Holdingsis independently developed by such Person. In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any 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 administration of this Agreement, the other Loan Documents and monitoring the Commitments; provided that such disclosure shall in no event include information beyond the scope of CUSIP numbers or other market identifiers information publicly filed with respect to the credit facilities provided hereunder,SEC without the consent of the Borrower.

Appears in 3 contracts

Samples: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by by, or required to be disclosed to, any rating agency, or regulatory or similar 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder under this Agreement or under any other Loan Document or under any Secured Hedge or Secured Cash Management Agreement or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Secured Hedging Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 Agreement, (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Credit Facility or (Bii) 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 Credit Facility; (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, or (j) 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 Issuing Lender or any of their Respective Affiliates on a nonconfidential basis from a source other than the Borrower or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or 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 thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party; provided hereunder,that, in the case of information received from a Credit Party 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 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.

Appears in 3 contracts

Samples: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it 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); , provided that each of the Agents, Lenders and L/C Issuers shall be liable for any breach of this Section 11.07 by its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives, (iib) 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 ); provided that, except with respect to any audit or examination conducted by bank or other applicable financial accountants or any governmental bank or other applicable financial authority exercising examination or regulatory approval, each of the Administrative AgentAgents, Lenders and L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to inform 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 promptly thereof prior to such disclosure; , (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that, except with respect to any audit or examination conducted by bank or other applicable financial accountants or any governmental bank or other applicable financial authority exercising examination or regulatory approval, each of the Administrative AgentAgents, such Lenders and L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to inform the extent permitted) to notify the Parent Borrower promptly thereof prior to such disclosure; , (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a subject to each such Person being informed of the confidential basis nature of the Information and to their agreement to keep such Information confidential, to (Ai) any ratings agency an investor or prospective investor in connection with rating Holdingssecurities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, the Borrowers (ii) a trustee, collateral manager, servicer, backup servicer, noteholder or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency secured party in securities issued by an Approved Fund in connection with the issuance administration, servicing and monitoring reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iii) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of CUSIP numbers securities issued by an Approved Fund, (h) with the consent of the Borrower or other market identifiers with respect (i) to the credit facilities extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to any Agent, Lender, L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its Affiliates; provided hereunder,that no disclosure shall be made to any Disqualified Institution. 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 Lead Arrangers, Agents and the Lenders in connection with the administration of this Agreement, the other Credit Documents, the Loans and the Commitments.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of of, and not disclose to any Person, the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties who need to know such Information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed are subject to keep such customary confidentiality obligations of professional practice or agree to treat the Information as confidential); , (iib) 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) ), in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts ((x) to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, to the extent legally permissible but practicable and lawfully permitted to do so, (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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts (to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, to the extent permitted) practicable and lawfully permitted to notify the Parent Borrower prior to such disclosure; do so, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.13 or (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) 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 that is not, to such Person’s knowledge, in breach of contractual or fiduciary confidentiality obligations owing to the Borrower or any of its Subsidiaries.

Appears in 3 contracts

Samples: Incremental Joinder and Amendment Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Credit Agreement (Ciena Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders LC Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, trustees, employees, agents, trustees, advisors and representatives 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); (iib) 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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative Agent, such L/C Issuer Agent or such Lender, as applicableunless prohibited by any Law, shall use reasonable efforts to notify the Borrowers in advance of any disclosure pursuant to this clause (c) but only to the extent permitted) reasonably practicable under the circumstances and on the understanding that neither the Administrative Agent nor any Lender shall incur any liability for failure to notify the Parent Borrower prior to give such disclosure; notice, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap Swap Agreement with any Borrower or derivative transaction relating to the Borrowers and their obligationsany Subsidiary, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the consent of the Borrowers or their Subsidiaries or (h) to the credit facilities provided hereunder extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (By) becomes available to the CUSIP Service Bureau Administrative Agent, any Lender, the LC Issuer or any similar agency in connection with of their respective Affiliates on a nonconfidential basis from a source other than the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Borrowers.

Appears in 3 contracts

Samples: Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Smith & Wesson Holding Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Revolving Credit Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) with the same degree of care that it uses to protect its own confidential information and to not use the Information for any purpose except in connection with the Loan Documents and the transactions contemplated hereby, except that Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who have a need to know such information to facilitate the exercise of the rights granted and the fulfillment of the obligations imposed by 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); (ii) 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 ((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 or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (iv) to any other party hereto; (v) 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (A) 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 be a Revolving Credit Lender pursuant to Section 2.13(c), or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (vii) on a confidential basis with the consent of the Borrower Representative or (viii) to the extent such Information (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the CUSIP Service Bureau Administrative Agent, any Revolving Credit Lender, any L/C Issuer or any similar agency in connection with the issuance and monitoring of CUSIP numbers or their respective Affiliates on a nonconfidential basis from a source other market identifiers with respect to the credit facilities provided hereunder,than any Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Bank agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (iin each case, other than to a Disqualified Institution) (a) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors numbering, administration and settlement services provider 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); , (iib) to the extent required or requested by any Governmental Authority or 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 ((xc) to the extent legally permissible but (y) not in the case of any such requests which are part ofcompelled by legal process in, or arise out of, normal reporting or review procedures reasonably necessary to, the defense of such legal, judicial or examination byadministrative proceeding, in any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent legal, judicial or administrative proceeding or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative AgentRequirements of Law, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, but only to the extent required in connection with such exercise or enforcement, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant (except, in each case, for the avoidance of doubt, for any Disqualified Institution) in, any of its rights or obligations under this Agreement and in connection with any pledge or assignment made pursuant to Section 10.04(f), (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations, its obligations or (vii) on a confidential basis to (Aiii) any ratings rating agency in connection with for the purpose of obtaining a credit rating Holdings, the Borrowers applicable to any Credit Party or their Subsidiaries or the credit facilities provided hereunder 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 hereunder, (g) with the prior consent of the 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, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower; provided hereunder,that with respect to clauses (b) and (c) above, if the Administrative Agent, any Lender or the Issuing Bank receives a subpoena, interrogatory or other request (verbal or otherwise) for any Information, or believes that it is legally required to disclose any of the Information to a third party, it shall, in advance of such disclosure, to the extent legally permissible and unless such disclosure is made to regulatory or self-regulatory authorities in the course of routine audits and reviews, promptly provide to the Borrower written notice of any such request or requirement so that the Borrower or the applicable Credit Party (or Subsidiary thereof) may seek a protective order or other remedy. For purposes of this Section, “Information” means all information received from Holdings or any of its Subsidiaries relating to Holdings or any of its Subsidiaries or any of their respective businesses. Except with respect to disclosing any Information to any Disqualified Institution, any person required to 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.

Appears in 3 contracts

Samples: Credit Agreement (Cvent Holding Corp.), Credit Agreement (Ping Identity Holding Corp.), Credit Agreement (Roaring Fork Holding, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties having a need to know 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); (iib) 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) ), in which case the Administrative Agentsuch Person agrees, L/C Issuer except with respect to any audit or such Lenderexamination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulator authority, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) practicable and not in prohibited by applicable law, to inform 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 disclosurepromptly thereof; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, upon the request or demand of any Governmental Authority, in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law or if requested or required to do so in connection with any litigation or similar proceeding (in which case the Administrative Agentsuch Person agrees, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) practicable and not prohibited by applicable laws, regulations, subpoena or legal process, to notify inform the Parent Borrower prior to such disclosurepromptly thereof); (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement enforceable by the Borrower containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder; (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Facilities or (Bii) 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 Facilities; (h) with the consent of the Borrower; 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 or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided hereunder,to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Appears in 3 contracts

Samples: Credit Agreement (Silver Spring Networks Inc), Senior Secured Credit Agreement (Fitbit Inc), Credit Agreement (Fitbit Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Issuer, Swing Line Lender and the Lenders Lender agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); (iib) 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 ((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); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Borrowers Loan Parties under the Loan Documents; (g) with the consent of the Company; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Agent, the L/C Issuer, any Swing Line Lender, 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, the Agent, the L/C Issuer and their obligationsthe 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), (viic) on a confidential basis to and (A) any ratings agency in connection with rating Holdingsf). In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Agreement and public 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 administration and monitoring management of CUSIP numbers this Agreement, the other Loan Documents, the Commitments, and the 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 market identifiers with respect than any such information that is available to the credit facilities 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 hereunder,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 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 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.

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 and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process process, (in which case case, the Administrative Agent, such L/C Issuer or such Lender, as applicable, Lender shall use its reasonable efforts (efforts, to the extent permitted) permitted by law, to notify the Parent Borrower Company prior to such disclosure; disclosure so that the Company may seek, at the Company’s sole expense, a protective order or other appropriate remedy), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) 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 be a Lender pursuant to Section 2.15(c) or (Bii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) on a confidential basis to with the consent of the Company, (Ah) any ratings rating agency in connection with rating Holdingsthe Borrower or its Subsidiaries and, in the Borrowers or their Subsidiaries or case of information regarding the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance closing date, size, type, purpose of and monitoring of CUSIP numbers or other market identifiers with respect parties to the credit facilities established hereunder, to market data collectors, such as league table or other service providers to the lending industry, including, without limitation, the CUSIP Service Bureau, or (i) 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, other than as a result of a breach of this Section 10.07, on a nonconfidential basis from a source other than the Company or any of its Subsidiaries. For purposes of this Section 10.07, “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than (a) 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 Company or any Subsidiary and (b) information pertaining to this Agreement of the type routinely provided hereunder,by arrangers to data service providers, including league table providers, that serve the lending industry. 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. 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 Company or any of its Subsidiaries or any of their respective securities, (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.

Appears in 3 contracts

Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the L/C Issuers Issuer and the Lenders agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); (iib) 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 ((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); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Borrowers Loan Parties under the Loan Documents; (g) with the consent of the Company; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, the L/C 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 their obligationsLenders 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), (viic) on a confidential basis to and (A) any ratings agency in connection with rating Holdingsf). In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Agreement and public 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 administration and monitoring management of CUSIP numbers this Agreement, the other Loan Documents, the Commitments, and the 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 market identifiers 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 respect Section 6.03, all of which is acknowledged to constitute “Information” regardless of any marking as confidential), such information is clearly identified at the credit facilities time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided hereunder,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 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.

Appears in 3 contracts

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

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the L/C Issuers Lenders and the Lenders Issuing Bank agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors trustees 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); , (iib) to the extent required or requested by any Governmental Authority or 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 ((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; (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process (provided, unless prohibited by applicable law in which case the Administrative opinion of its counsel or court order, such Agent, such L/C Issuer Lender or such LenderIssuing Bank, as applicable, shall use make reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to of any such disclosure; requirement or subpoena), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an this Section 10.12 or a written agreement containing provisions substantially the same as those of this Section 10.0710.12 or a written confirmation of the same, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers and purpose of obtaining a credit rating applicable to any Lender or (g) with the written consent of Borrower. For purposes of this Section, “Information” means all information concerning Holdings or any of its Subsidiaries or any of its direct or indirect shareholders, or any of their obligationsrespective employees, directors or Affiliates (viiincluding, without limitation, the Permitted Holders) received by any Agent, the Issuing Bank or any Lender on a confidential basis from Borrower or any other person under or pursuant to (A) this Agreement or any ratings agency other Loan Document, including, without limitation, financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of Borrower or any other person on a confidential basis in connection with rating Holdingsthis Agreement and the Loan Documents, but does not include any such information that (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 10.12 or (ii) was acquired or becomes available to any Agent, the Borrowers Issuing Bank or any Lender on a nonconfidential basis from a source other than Borrower or any of its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including, without limitation, the credit facilities provided hereunder or (BPermitted Holders) the CUSIP Service Bureau or any similar agency of their respective agents or representatives. Any person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such person would accord to its own confidential information.

Appears in 3 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by by, or required to be disclosed to, any regulatory or similar 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Applicable Laws or regulations or by in any subpoena legal, judicial, administrative or similar legal process in which case the Administrative Agentother compulsory proceeding, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.10, to (Ai) 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 Agreement, (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding Holdings and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating HoldingsParent, the Borrowers Holdings or their its Subsidiaries or the credit facilities provided hereunder Term Facility or (Bii) 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 Term Facility, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.10 or (ii) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence” defense. For purposes of this Section 10.10, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided hereunder,that, in the case of information received from a Credit Party or any Subsidiary thereof 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 10.10 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 anything to the contrary in this Agreement, the Administrative Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of the Borrower or the Credit Parties and the Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the Administrative Agent.

Appears in 2 contracts

Samples: First Lien Term Loan Credit Agreement (Turning Point Brands, Inc.), Second Lien Term Loan Credit Agreement (Turning Point Brands, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by by, or required to be disclosed to, any rating agency, or regulatory or similar 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 Agreement, (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund; (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Credit Facility or (Bii) 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 Credit Facility; (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) 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 (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or 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 thereof 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 any Credit Party or any Subsidiary thereof; provided hereunder,that, in the case of information received from a Credit Party or any Subsidiary thereof 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 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.

Appears in 2 contracts

Samples: Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Kronos Worldwide Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain in accordance with its customary procedures for maintaining confidential information the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and the L/C Issuer and to it and its, its Affiliates’ and L/C Issuer’s respective partners, investors, lenders, directors, officers, employees, agents, trusteesadvisors, advisors attorneys and representatives on a need to know basis in connection with the transactions 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); , (iib) on a confidential basis, 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 Agentand any Rating Agency, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process or demanded by any Governmental Authority (including, without limitation, in which case the connection with filings, submissions and any other similar documentation required or customary to comply with Securities and Exchange Commission filing requirements), provided, that unless specifically prohibited by applicable Law or court order, each of Administrative Agent, such the Lenders and the L/C Issuer or such Lender, as applicable, Issuers shall use make reasonable efforts (to the extent permitted) to notify the Parent Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such Governmental Authority) for disclosure of any Information prior to disclosure of such disclosure; Information, (iv) to any other party hereto; (vd) in connection with the exercise of of, or preparing to exercise, 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 of, or preparing to enforce, rights hereunder or thereunder, (vie) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligationsBorrower, (viif) with the consent of Borrower, (g) 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 Administrative Agent, any Lender or L/C Issuer, on a non-confidential basis from a source other than the Loan Parties or any of their respective Affiliates or representatives, (h) to the extent necessary or customary for inclusion in league table measurements or in any tombstone, (i) on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau National Association of Insurance Commissioners or any similar agency organization, any examiner or any Rating Agency, (j) to a Person that is an investor or prospective investor in a securitization or other financing, separate account or commingled fund so long as such investor or prospective investor agrees that its access to Information regarding the Loan Parties and the Loans and Commitments is solely for purposes of evaluating an investment in such securitization or other financing, separate account or commingled fund and who agrees to treat such Information as confidential, (k) to a Person that is a trustee, collateral agent, collateral manager, servicer, noteholder, equity holder or secured party in a securitization in connection with the issuance administration, servicing and monitoring of CUSIP numbers evaluation of, and reporting on, the assets serving as collateral for such securitization and who agrees (along with any investors in any such securitization) to treat such Information as confidential or other market identifiers with respect (l) otherwise to the credit facilities provided hereunder,extent consisting of general portfolio information that does not identify borrowers.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives for the sole purpose of exercising such Agents’ or Lenders’ rights or performing such Agents’ or Lenders’ obligations under the Finance 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); (iib) to the extent requested or 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 Commissioners or such Lender, as applicable, shall use reasonable efforts ((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 disclosureother similar organization); (iiic) to the extent required by applicable Laws Law or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) 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 (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.17, to (Ai) 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 Agreement, (Bii) 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 Borrowers or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with such Agent or Lender, or any ratings agency in connection Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with rating Holdings, the Borrowers respect to any Loan or their Subsidiaries or the credit facilities provided hereunder Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Lender under any Financing Document (including any rating agency); (g) with the consent of each Loan Party; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.17 or (ii) becomes available to any Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than any Loan Party; or (j) 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 Party received by it from such Lender). In addition, with the prior written consent of the Borrowers (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, any 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 administration and monitoring management of CUSIP numbers this Agreement, the other Financing Documents, the Commitments and a Borrowing. For the purposes of this Section 11.17, “Information” means written information that any Loan Party furnishes to any Agent or other market identifiers Lender after the date hereof (and designated at the time of delivery thereof in writing as confidential) pursuant to or in connection with respect any Financing Document, relating to the credit facilities assets and business of any Loan Party, but does not include any such information that (i) is or becomes generally available to the public other than as a result of a breach by such Agent or Lender of its obligations hereunder, (ii) is or becomes available to such Agent or Lender from a source other than the Loan Party that is not, to the knowledge of such Agent or Lender, acting in violation of a confidentiality obligation with the Borrowers or (iii) is independently compiled by any Agent or Lender, as evidenced by their records, without the use of the Information. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section 11.17 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.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy Group, Inc.)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Lenders, the Swingline Lenders and the Issuing Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) and shall not use such Information, without the prior written consent of the Company, for any purpose or in any manner other than pursuant to the terms and for the purposes contemplated by this Agreement, except that Information may be disclosed: disclosed (i) to its Affiliates and to it 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); , (ii) 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 ((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 process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; , (v) 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.10, to (A) 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 Additional Lender invited to be a Lender pursuant to Section 2.20; provided that such Assignee, Participant or prospective Assignee or Participant agrees in writing to keep such information confidential to the same extent required by the Lenders party to this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their its obligations, in each case who agree to be bound by the terms of this Section 11.10 (or language substantially similar to this Section 11.10), (vii) with the consent of the Company or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) that is provided to the Administrative Agent, such Lender, such Swingline Lender or such Issuing Lender or any of their respective Affiliates by a Person other than the Company not in violation, to the actual knowledge of the Administrative Agent, such Lender, Swingline Lender, Issuing Lender or Affiliate, of any duty of confidentiality. For purposes of this Section, “Information” means all information received from or on a confidential basis behalf of the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, this Agreement or the transactions contemplated hereby. Any Person required to 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 taken normal and reasonable precautions maintain the confidentiality of such Information. (Ab) any ratings agency in connection with rating HoldingsEach of the Administrative Agent, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or Lenders, Swingline Lenders and Issuing Lenders acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning the Company or any similar agency 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 connection accordance with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,applicable law, including securities laws.

Appears in 2 contracts

Samples: Credit Agreement (Linde PLC), Credit Agreement (Linde PLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders The P1 Intercreditor Agent agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates (including branches) and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, service providers and representatives (it being understood 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); , (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it 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 ((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; (iiic) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process (in which case the Administrative AgentP1 Intercreditor Agent agrees, such L/C Issuer or such Lenderto the extent practicable, as applicable, shall to use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; ), (ivd) to any other party hereto; to this Agreement, (ve) in connection with the exercise of any remedies hereunder hereunder, under any Senior Secured Debt Instrument, or under any other Loan P1 Collateral Document or any suit, action or proceeding relating to this Agreement hereto or any other Loan Document thereto or the enforcement of rights hereunder or thereunder, thereunder (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) including any actual or prospective counterparty purchaser of Collateral), (f) to Persons permitted under the terms of the Senior Secured Debt Instruments in accordance with the terms thereof, (g) with the consent of the Borrower (not to be unreasonably withheld, conditioned or its advisorsdelayed), (h) to any swap state, federal or derivative transaction foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating the P1 Intercreditor Agent or any of its Affiliates, (i) 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 Borrowers Borrower received by it from the P1 Intercreditor Agent), or (j) to any party providing (and their obligations, (vii) on a confidential basis to (Aany brokers arranging) any ratings agency in connection with rating Holdings, the Borrowers insurance or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers reinsurance or other market identifiers direct or indirect credit protection (including credit default swaps) with respect to its Senior Secured Debt. For the credit facilities provided hereunder,purposes of this Section 8.16, “

Appears in 2 contracts

Samples: Common Terms Agreement (NextDecade Corp.), Common Terms Agreement (NextDecade Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Xxxxxxx agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties solely 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); , (iib) to the extent required or requested by by, or required to be disclosed to, any regulatory or similar 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) (in which case case, the Administrative Agent, L/C Issuer the Lender or such the Issuing Lender, as applicable, shall use commercially reasonable efforts ((x) to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent legally permissible but practicable and otherwise permitted by Applicable Law), (yc) 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) as to the extent required by applicable Applicable Laws or regulations or by in any subpoena legal, judicial, administrative proceeding or similar legal other compulsory process (in which case case, the Administrative Agent, such L/C Issuer the Lender or such the Issuing Lender, as applicable, shall use commercially reasonable efforts (to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent permitted) to notify the Parent Borrower prior to such disclosure; practicable and otherwise permitted by Applicable Law), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,or

Appears in 2 contracts

Samples: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) on a confidential and need-to-know basis to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who need to know such information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed will be subject to keep such Information confidentialcustomary confidentiality obligations of professional practice or will agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this Section 10.07 (or language substantially similar to this Section 10.07); , (iib) 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 Agentsuch Person, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but permitted by law, shall inform the Borrower promptly), (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; (iiic) to the extent required pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or by applicable Laws laws (including for purposes of establishing a “due diligence” defense) or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify permitted by law, shall inform the Parent Borrower prior to such disclosure; promptly), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any permitted assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or obligations under this Agreement or any Additional Lender or any potential Additional Lender or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder Borrower or (Biii) 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,is independently developed by such Person.

Appears in 2 contracts

Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain in accordance with its customary procedures for maintaining confidential information the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and the L/C Issuer and to it and its, its Affiliates’ and L/C Issuer’s respective partners, investors, lenders, directors, officers, employees, agents, trusteesadvisors, advisors attorneys and representatives on a need to know basis in connection with the transactions 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); , (iib) on a confidential basis, 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 Agentand any Rating Agency, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process or demanded by any Governmental Authority (including, without limitation, in which case the connection with filings, submissions and any other similar documentation required or customary to comply with Securities and Exchange Commission filing requirements), provided, that unless specifically prohibited by applicable Law or court order, each of Administrative Agent, such the Lenders and the L/C Issuer or such Lender, as applicable, Issuers shall use make reasonable efforts (to the extent permitted) to notify the Parent Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such Governmental Authority) for disclosure of any Information prior to disclosure of such disclosure; Information, (iv) to any other party hereto; (vd) in connection with the exercise of of, or preparing to exercise, 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 of, or preparing to enforce, rights hereunder or thereunder, (vie) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligationsBorrower or (iii) to any actual or potential insurer or reinsurer, (viif) with the consent of Xxxxxxxx, (g) 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 Administrative Agent, any Lender or L/C Issuer, on a non-confidential basis from a source other than the Loan Parties or any of their respective Affiliates or representatives, (h) to the extent necessary or customary for inclusion in league table measurements or in any tombstone, (i) on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau National Association of Insurance Commissioners or any similar agency organization, any examiner or any Rating Agency, (j) to a Person that is an investor or prospective investor in a securitization or other financing, separate account or commingled fund so long as such investor or prospective investor agrees that its access to Information regarding the Loan Parties and the Loans and Commitments is solely for purposes of evaluating an investment in such securitization or other financing, separate account or commingled fund and who agrees to treat such Information as confidential, (k) to a Person that is a trustee, collateral agent, collateral manager, servicer, noteholder, equity holder or secured party in a securitization in connection with the issuance administration, servicing and monitoring of CUSIP numbers evaluation of, and reporting on, the assets serving as collateral for such securitization and who agrees (along with any investors in any such securitization) to treat such Information as confidential or other market identifiers with respect (l) otherwise to the credit facilities provided hereunder,extent consisting of general portfolio information that does not identify borrowers; provided, that nothing in this Agreement shall restrict or impede any person from reporting possible legal violations to any regulatory authority.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Syndication Agents and the Lenders agrees to shall maintain the confidentiality of the Information, except that Information (as defined below) and shall use such Information solely for the purpose of providing the services that are subject to this Agreement and the other Loan Documents, except that Information may be disclosed: disclosed (ia) to its Affiliates and to it respective Affiliates, its auditors and its Affiliates’ respective partnersRelated Parties who need to know such information in connection with this Agreement, directors, officers, employees, agents, trustees, advisors the other Loan Documents and representatives the transactions contemplated hereby and thereby (it being understood that the Persons Persons, including, for the avoidance of doubt, the Related Parties of such Persons, to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential in accordance with the provisions of this Section); , (iib) 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 Commissionersc) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) pursuant to the extent legally permissible but (y) not in the case order of any such requests which are part ofcourt or administrative agency, 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 or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07or as otherwise reasonably acceptable to the Company and such Person, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement (in each case, other than to any Competitor) or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(b) or (Bii) 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 any of the Borrowers and or any of their subsidiaries or any of their respective obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Company or their 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, the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (Biii) 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 or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Agreement 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 Company that, to such Person’s knowledge, is not subject to confidentiality obligations to the Company; provided, that, in the case of clauses (b) and (e) above (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental bank or regulatory authority exercising examination or regulatory authority), each of the Administrative Agent, the Syndication Agents and the Lenders agree to (A) inform the Company promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation, (B) use its respective reasonable efforts, at the request and expense of the Company, to cooperate with the Company to the extent the Company may seek to limit such disclosure, (C) exercise reasonable efforts, at the Company’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the information and (D) only disclose that portion of information such Person’s counsel advises that it is legally required to disclose. 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.

Appears in 2 contracts

Samples: Credit Agreement (Cboe Global Markets, Inc.), Credit Agreement (Cboe Global Markets, Inc.)

Treatment of Certain Information; Confidentiality. Each of Bank, the Administrative Agent, the L/C Issuers Collateral Agent, the Issuer and the Lenders agrees to maintain the confidentiality Arrangers agree (on behalf of the Information, except that Information (as defined below) may be disclosed: (i) to itself and each of its Affiliates and to it 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 the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityBank, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C the Collateral Agent, the Issuer or such Lender, the Arrangers (as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case may be) as confidential at the time Borrower so supplies such information, provided, that nothing herein shall limit the disclosure 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; information (iiii) to the extent required by applicable Laws statute, rule, regulation or regulations or by judicial process, (ii) to counsel for any subpoena or similar legal process in which case of the Banks, the Administrative Agent, such L/C the Collateral Agent, the Issuer or such Lenderthe Arrangers, as applicable, shall use reasonable efforts (to the extent permittediii) to notify the Parent Borrower prior to such disclosure; bank examiners, auditors or accountants, (iv) to the Issuer, the Arrangers, the Administrative Agent, the Collateral Agent or any other party hereto; Bank, (v) 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, (vi) 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 Issuer, the Arrangers, the Administrative Agent or the Collateral Agent be obligated or required to return any materials furnished to it by the Borrower, unless in violation of this Section 10.0710.15, each Bank agrees that it will use its reasonable efforts to (A) advise the Borrower as soon as practicable, of any assignee disclosure of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency information in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bv) 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,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 Collateral Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors advisors, representatives, legal counsel, independent auditors and representatives other experts (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); , (iib) to the extent required requested or requested demanded by any regulatory authority purporting to have jurisdiction over it or any of the Agents, Lenders or L/C Issuer and their respective Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in which case the Administrative Agentconnection with any pledges permitted pursuant to Section 10.06(f), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar compulsory legal process in which case the Administrative (including any pending legal or administrative proceeding), (d) to any Agent, such Lender, L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of of, pledgee of, or Participant in, or any prospective assignee of of, pledgee of, or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap Swap Contract under which payments are to be made by reference to, or derivative transaction relating to to, the Borrowers Borrower or any Loan Party and its or their obligations, (viig) on a confidential basis to (Ai) any ratings agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 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 other Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, any Subsidiary, an MLP or any Subsidiary of an MLP or (z) is independently developed by the Administrative Agent, any other Agent, the L/C Issuer, any Lender or any of their respective Affiliates, or (j) 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 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.

Appears in 2 contracts

Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except Loan Party acknowledges that Information (as defined below) may be disclosed: (i) to its Affiliates and services may be offered or provided to it (in connection with this Agreement or otherwise) by each Lender or by one or more Subsidiaries or Affiliates of such Lender and (ii) information delivered to each Lender by such Loan Party and its Affiliates’ respective partnersSubsidiaries may be provided to each such Subsidiary and Affiliate, it being understood that any such Subsidiary or Affiliate receiving such information shall be bound by the provisions of clause (b) below as if it were a Lender hereunder. (b) Each Lender and the Agent agrees (on behalf of itself and each of its affiliates, directors, officers, employees, agents, trustees, advisors employees and representatives (it being understood that the Persons representatives) to whom such disclosure is made will be informed of the confidential nature of such Information and instructed use reasonable precautions to keep such Information confidential); (ii) , in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by either Loan Party pursuant to this Agreement, provided that nothing herein shall limit 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 ((x) to the extent legally permissible but (y) not in the case disclosure 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; information (iiii) to the extent required by applicable Laws statue, rule, regulation or regulations judicial process, (ii) to counsel for any of the Lenders or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permittediii) to notify the Parent Borrower prior to such disclosure; bank examiners, auditors or accountants, (iv) to the Agent or any other party hereto; Lender (or to First Chicago Capital Markets, Inc.), (v) in connection with any litigation to which any one or more of the exercise Lenders or the Agent is a party, (vi) to a subsidiary or affiliate of such Lender as provided in clause (a) above, (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) agrees with the respective Lender to keep such information confidential on substantially the terms set forth in this Section 9.17(b), (viii) to any other Person as may be reasonably --------------- required in the course of the enforcement of any Lender's rights or remedies hereunder or under any other Loan Document of such Lender's Note, or any action or proceeding relating (ix) to this Agreement or any other creditor of either Loan Document Party or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) Subsidiaries at any actual or prospective counterparty (or its advisors) to time during the continuance of a Default; provided that in no event shall any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries Lender or the credit facilities provided hereunder Agent be -------- obligated or (B) the CUSIP Service Bureau or required to return 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,materials furnished by either Loan Party.

Appears in 2 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) on a confidential and need-to-know basis to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who need to know such information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed will be subject to keep such Information confidentialcustomary confidentiality obligations of professional practice or will agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this Section 10.07 (or language substantially similar to this Section 10.07); , (iib) 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 Agentsuch Person, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not permitted by law and except where such disclosure is made in the case course of routine audits or reviews by regulatory or self-regulatory authorities, shall inform the Borrower promptly) or to any such requests which are part ofFederal Reserve Bank or central bank in connection with a pledge or assignment pursuant to Section 10.06(f), 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; (iiic) to the extent required pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or by applicable Laws laws (including for purposes of establishing a “due diligence” defense) or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify permitted by law, shall inform the Parent Borrower prior to such disclosure; promptly), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any permitted assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or obligations under this Agreement or any Lender of Additional Term Loans or any potential Lender of Additional Term Loans or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential basis that to (A) any ratings agency in connection with rating Holdings, its knowledge is nonconfidential from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder Borrower or (Biii) 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,is independently developed by such Person.

Appears in 2 contracts

Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in any legal, judicial, administrative proceeding or in accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as required by applicable law or regulations (in which case the Administrative Agent, L/C Issuer Agent or such Lender, as applicable, Lender shall use reasonable efforts ((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 promptly notify the Parent Borrower in writing, in advance, and give the Borrower the opportunity to seek confidential treatment of the information prior to such disclosure; (iii) , to the extent required permitted by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentlaw), such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any Securitization, swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrower and its Obligations, (viig) with the consent of the Borrower, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,Loans 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 or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries.

Appears in 2 contracts

Samples: 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.), 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it 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); (iib) to the extent requested or 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 ((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 disclosureit; (iiic) to the extent required by applicable Laws Law or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) 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 (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.18, to (Ai) 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 Agreement, (Bii) 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 Borrowers Obligations or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with such Agent or Lender, or any ratings agency in connection Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with rating Holdings, the Borrowers respect to any Loan or their Subsidiaries or the credit facilities provided hereunder Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Lender under any Financing Document (including any rating agency); (g) with the consent of any Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.18 or (ii) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers; (i) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) 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 Borrowers received by it from such Lender). In addition, any 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 Agents and the Lenders in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Financing Documents, the Commitments, and the Funding. For the purposes of this Section 11.18, “Information” means written information that any Borrower furnishes to any Agent or other market identifiers Lender after the Closing Date (and designated at the time of delivery thereof in writing as confidential) pursuant to or in connection with respect any Financing Document, relating to the credit facilities assets and business of such Borrower, but does not include any such information that (i) is or becomes generally available to the public other than as a result of a breach by such Agent or Lender of its obligations hereunder, (ii) is or becomes available to such Agent or Lender from a source other than the Borrowers that is not, to the knowledge of such Agent or Lender, acting in violation of a confidentiality obligation with such Borrower or (iii) is independently compiled by any Agent or Lender, as evidenced by their records, without the use of the Information. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section 11.18 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.

Appears in 2 contracts

Samples: Credit Agreement (Pacific Ethanol, Inc.), Credit Agreement (Pacific Ethanol, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: (i) disclosed to its Affiliates and to it 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); (ii) , 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 ((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 or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) practicable and so long as it is permitted by Law and except in connection with any order or request as part of a regulatory examination or audit, agrees to notify inform the Parent Borrower prior to such disclosure; (iv) promptly thereof), to any other party hereto; (v) , 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 11.06(b), (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, with the consent of the Borrower or to the extent such Information, (viiiii) becomes publicly available other than as a result of a breach of this Section, (iv) to the extent that such information is independently developed by the Administrative Agent, a Lender, L/C Issuer or such parties Affiliates, in each case, so long as not based on information obtained in a manner that would otherwise violate this provision, (v) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to from a source other than the Borrower or (Avi) any ratings agency in connection with rating Holdingsthe Borrower’s consent. In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Credit 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 administration of this Credit Agreement, the other Credit Documents, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Mercury Systems Inc), Credit Agreement (Mercury Systems Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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 will agree to be obligated to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityauthority purporting to have jurisdiction over it, 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 ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case process, provided that the Administrative Agent, such L/C Issuer Agent or such the Lender, as applicablethe case may be, shall use reasonable efforts (to disclose only the extent permitted) to information required by such request and shall notify the Parent Borrower prior to Company in advance of such disclosure; disclosure so that the Company may seek an appropriate protective order, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement in writing containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.12(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their its obligations, (viig) with the consent of the 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 or any Lender on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,Company.

Appears in 2 contracts

Samples: Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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 confidentialconfidential and such disclosure is in connection with such disclosing Person acting as Administrative Agent, Lender or L/C Issuer); , (iib) 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, 133 such as the National Association of Insurance Commissioners) (in which case the Administrative Agentdisclosing party agrees, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part ofpracticable and permitted by applicable law, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower promptly prior to such disclosure; ), (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement (in each case, other than any Disqualified Institution) or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or Section 11.01 or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) (in each case, other than any Disqualified Institution) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, except that no such agreement shall be required in connection with the disclosure to any such Person of the names of the Disqualified Institutions or the tax identification numbers of the Obligors posted on the Platform, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Reporting Entity or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 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 Borrower or another Loan Party. 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, the Syndication Agent 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 thereof relating to the Borrower or any Subsidiary or any of their respective businesses (including the Disqualified Institutions List), 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 any Loan Party or any Subsidiary thereof, provided that, in the case of information received from any Loan Party or any Subsidiary thereof 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 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 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. 134

Appears in 2 contracts

Samples: Credit Agreement (Forest City Realty Trust, Inc.), Credit Agreement (Forest City Enterprises Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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 confidentialconfidential and that the disclosing party shall be liable for the failure of any such Persons to adhere to the requirements of this Section 10.07); (iib) 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 ((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); (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement; or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (viig) with the consent of Parent; (h) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,; and (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than Parent that is not itself, to the knowledge of such Person, in breach of a confidentiality obligation to Parent or any Subsidiary in connection with the disclosure of such Information. For purposes of this Section, “Information” means all information received from Parent or any Subsidiary relating to Parent 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 non-confidential basis prior to disclosure by Parent or any Subsidiary. Any Person required to 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 Parent 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. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

Appears in 2 contracts

Samples: Credit Agreement (Outfront Media Minnesota LLC), Credit Agreement (CBS Outdoor Americas Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and each L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors managing members or managers, counsel, accountants and other representatives (collectively, “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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, the Administrative Agent, Agent or such Lender or L/C Issuer or such LenderIssuer, as applicable, shall use reasonable efforts ((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 U.S. Borrower prior to such disclosure; disclosure to the extent practicable and legally permitted to do so), (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ax) any assignee of or Participant inin (or their 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), or any prospective assignee of or Participant inin (or their 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) any of its rights or obligations under this Agreement or (By) any actual or prospective counterparty (or its advisorsRepresentatives, 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) to any swap or derivative transaction relating to the Borrowers Parent or Borrower and their respective obligations, (viih) with the consent of the U.S. Borrower 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, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) from a source other than a Borrower. For purposes of this Section, “Information” means all information received from any ratings agency in connection with rating Holdings, the Borrowers Borrower or any of their 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 Administrative Agent, any Lender or the credit facilities provided hereunder or (B) the CUSIP Service Bureau L/C Issuer on a nonconfidential basis prior to disclosure by such Borrower or any similar agency of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 2 contracts

Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its Related Parties who are engaged in evaluating, approving, structuring or administering this Agreement and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives the transactions contemplated hereby (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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.18(c) or (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers applicable Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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 or any of their respective Affiliates on a nonconfidential basis from a source other than the 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 thereof. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower 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.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Equifax Inc), Term Loan Credit Agreement (Equifax Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except (a) The Borrower acknowledges that Information (as defined below) may be disclosed: (i) to its Affiliates and services may be offered or provided to it (in connection with this Agreement or otherwise) by each Lender or by one or more subsidiaries or affiliates of such Lender and (ii) information delivered to each Lender by the Borrower and its Affiliates’ respective partnersSubsidiaries may be provided to each such Subsidiary and Affiliate, it being understood that any such Subsidiary or Affiliate receiving such information shall be bound by the provisions of clause (b) below as if it were a Lender hereunder. (b) Each Lender and the Agent agrees (on behalf of itself and each of its affiliates, directors, officers, employees, agents, trustees, advisors employees and representatives (it being understood that the Persons representatives) to whom such disclosure is made will be informed of the confidential nature of such Information and instructed use reasonable precautions to keep such Information confidential); (ii) , in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by the extent required or requested by any regulatory authority purporting Borrower pursuant to have jurisdiction over it (including any self-regulatory authoritythis Agreement, such as provided that nothing herein shall limit the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case disclosure 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; information (iiii) to the extent required by applicable Laws statue, rule, regulation or regulations judicial process, (ii) to counsel for any of the Lenders or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permittediii) to notify the Parent Borrower prior to such disclosure; bank examiners, auditors or accountants, (iv) to the Agent or any other party hereto; Lender (or to First Chicago Capital Markets, Inc.), (v) in connection with any litigation to which any one or more of the exercise Lenders or the Agent is a party, (vi) to a subsidiary or affiliate of such Lender as provided in clause (a) above, (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) agrees with the respective Lender to keep such information confidential on substantially the terms set forth in this Section 9.17(b), (viii) to any other Person as may be reasonably --------------- required in the course of the enforcement of any Lender's rights or remedies hereunder or under any other Loan Document of such Lender's Note, or any action or proceeding relating (ix) to this Agreement or any other Loan Document creditor of the Borrower or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) Subsidiaries at any actual or prospective counterparty (or its advisors) to time during the continuance of a Default; provided that in no event shall any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries Lender or the credit facilities provided hereunder Agent be obligated or (B) -------- required to return any materials furnished by 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,Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)

Treatment of Certain Information; Confidentiality. Each of the The Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees Issuer agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case (except that the parties agree to the extent permitted that they will not disclose information of the kind described by s275(1) of the PPSA except as permitted by any other provision of this clause or required by another law or regulation); provided that the Administrative Agent, such the Lenders and the L/C Issuer or such Lenderwill, as applicable, shall use reasonable efforts (to the extent permitted) practicable, promptly provide Holdings with an opportunity to notify seek a protective order or other measure ensuring confidential treatment of the Parent Borrower prior to such disclosure; Information, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) 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 be a Lender (Bit being understood that Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) with the consent of Holdings or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis to (A) from a source other than Holdings or any ratings agency in connection with rating Holdings, of its Subsidiaries other than as a result of a breach of a confidentiality agreement or fiduciary duty of which the Borrowers or their Subsidiaries Administrative Agent or the credit facilities provided hereunder applicable 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,L/C Issuer has actual knowledge.

Appears in 2 contracts

Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Agent and the Lenders acknowledges the confidential nature of the Information (as defined below) and agrees to maintain the confidentiality of the InformationInformation and prevent the disclosure thereof, except that Information (as defined below) may be disclosed: : (i) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, professional advisors and representatives to the extent reasonably required to be disclosed thereto (it being understood provided that the such Persons to whom such disclosure is made will shall be informed under a like duty of confidentiality to that contained in this Section 16.6 and further provided that the Agent or the Lender, as the case may be, providing the Information shall be responsible for any breach by such Person of the confidential nature aforementioned like duty of such Information and instructed to keep such Information confidentialconfidentiality); ; (ii) to if, in the extent reasonable opinion of the Agent or such Lender, such disclosure is required or requested by any regulatory authority purporting to have having jurisdiction over it (including any self-regulatory authority); (iii) if, such as in the National Association reasonable opinion of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer Agent or such Lender, as applicable, shall use reasonable efforts ((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 disclosure is required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; process; (iv) to any other party hereto; Lender or their respective counsel and advisors; (v) in connection with the exercise of any remedies remedies, or the enforcement of any rights, hereunder or under any other Loan Document or in connection with any suit, action or proceeding initiated by the Agent and the Lenders or commenced by the Borrower the issues of which touch on the Information, in each case, relating to this Agreement or any other Loan Document but only to the extent such disclosure is necessary to the initiation or the enforcement defense of rights hereunder such suit, action or thereunder, proceeding; (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.0716.6, to to: (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement; or (B) any actual or prospective insurers, re-insurers or counterparty (or its advisors) to any swap swap, derivative, credit-linked note or derivative similar transaction relating to the Borrowers and their obligations, any Obligor; (vii) on a confidential basis with the written consent of the Principal Borrower; or (viii) to the extent such Information: (A) becomes publicly available other than as a result of a breach of this Section 16.6 (including, for certainty, by a breach of this Section 16.6 by a Person for which the applicable Lender or the Agent is responsible); or (B) becomes available to the Agent or any ratings agency Lender on a non-confidential basis from a source other than an Obligor or a Pledgor, provided that the Agent or such Lender can show that such Information was, prior to the receipt thereof from an Obligor or a Pledgor, lawfully in the Agent’s or such Lender’s possession from such source and not then subject to any obligation on its part to the Borrowers to maintain confidentiality. (b) For purposes of this Section, “Information” means all financial, operational and other information and data received in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau this Agreement or any similar agency other Loan Document from any Obligor, KMI or any Affiliate of KMI relating to any KMI, any Pledgor, any Obligor or any Affiliate of the foregoing or in connection with the issuance and monitoring respect of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,any of their respective businesses.

Appears in 2 contracts

Samples: Credit Agreement (Kinder Morgan, Inc.), Credit Agreement (Kinder Morgan, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agentcase, such L/C Issuer or such LenderPerson shall, as applicable, shall use reasonable efforts (to the extent permitted) to notify reasonably practicable and not prohibited by law, inform the Parent Borrower prior to such disclosure; promptly in advance thereof, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.19(c) or (Bii) 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 Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their Subsidiaries any other Subsidiary of the Parent or the credit facilities provided hereunder or (Bii) 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 Parent or the Borrower or (j) 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 Parent or the 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 and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) after notice thereof to the Borrower, if practicable and allowed under the circumstances and unless if in connection with routine audits or reviews by any regulatory or self-regulatory authority, 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) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) after notice thereof to the extent legally permissible but (y) not in Borrower, if practicable and allowed under the case of any such requests which are part ofcircumstances, 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 process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; hereto or in connection with any pledge or assignment permitted under Section 10.06(f), (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Wendy's Co), Credit Agreement (Wendy's/Arby's Group, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders Lender Parties agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors managing members or managers, counsel, accountants and other representatives (collectively, “Representatives”) solely in connection with the transactions contemplated hereby (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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, the Administrative Agent, L/C Issuer Agent or such LenderLender Party, as applicable, shall use reasonable efforts ((x) to notify MKS prior to such disclosure to the extent practicable and legally permissible but permitted to do so), (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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ax) any assignee of or Participant inin (or their 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), or any prospective assignee of or Participant inin (or their 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) any of its rights or obligations under this Agreement or (By) any actual or prospective counterparty (or its advisorsRepresentatives, 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) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viih) with the consent of MKS, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section and not in breach of any agreement binding on any Person (to the knowledge of such Person) or (y) becomes available to the Administrative Agent, any Lender Party or any of their respective Affiliates on a non-confidential basis from a source other than any Borrower or (j) to (A) market data collectors, similar services providers to the lending industry, loan syndication and pricing reporting services or in their marketing or promotional materials, with such information to consist of deal terms customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of any ratings agency Borrower or the other Loan Parties and the Commitments provided hereunder in connection with rating Holdingsany “tombstone”, on its website or in other marketing materials of the Borrowers Agents. For purposes of this Section, “Information” means all information received from or their on behalf of MKS or any of its Subsidiaries relating to MKS or any of its Subsidiaries or any of their respective businesses or Affiliates, other than any such information that is available to the credit facilities provided hereunder or (B) the CUSIP Service Bureau Administrative Agent or any similar agency Lender Party on a non-confidential basis prior to disclosure by MKS or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 2 contracts

Samples: Abl Credit Agreement (MKS Instruments Inc), Abl Credit Agreement (MKS Instruments Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any Governmental Authority or 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 ((x) ); provided that to the extent legally permissible but (y) not in practicable and permitted by applicable law, the case party requested to disclose the Information will provide prompt written notice of any such requests which are part ofrequest to Borrower, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) will allow Borrower a reasonable opportunity to notify the Parent Borrower seek appropriate protective measures prior to such disclosure; , and will disclose the minimum amount of Information required by law, (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any bona fide prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or bona fide prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers and their obligationspurpose of obtaining a credit rating applicable to any Lender, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder prior consent of Borrower or (Bh) to the CUSIP Service Bureau 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 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,their respective Affiliates on a

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc)

Treatment of Certain Information; Confidentiality. Each of the The Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees Issuer agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors auditors 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); , (iib) to the extent requested or 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case (except that the parties agree to the extent permitted that they will not disclose information of the kind described by s275(1) of the PPSA except as permitted by any other provision of this clause or required by another law or regulation); provided that the Administrative Agent, such the Lenders and the L/C Issuer or such Lenderwill, as applicable, shall use reasonable efforts (to the extent permitted) practicable, promptly provide Holdings with an opportunity to notify seek a protective order or other measure ensuring confidential treatment of the Parent Borrower prior to such disclosure; Information, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) 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 be a Lender (Bit being understood that Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential), (ii) any direct, indirect, actual or prospective counterparty (or its advisors) to any swap swap, derivative or derivative securitization transaction relating to the Borrowers any Borrower and their its obligations, or (iii) to any credit insurance provider relating to any Borrower and its obligations, (viig) with the consent of Holdings or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis to (A) from a source other than Holdings or any ratings agency in connection with rating Holdingsof its Subsidiaries other than as a result of a breach of a confidentiality agreement or fiduciary duty of which the Administrative Agent or the applicable Lender or the L/C Issuer has actual knowledge. In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any 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 administration of this Agreement, the other Loan Documents, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Commitments.

Appears in 2 contracts

Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives and to any direct or indirect contractual counterparty (or such contractual counterparty’s professional advisor) under any Swap Contract relating to Loans outstanding under 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as (or at least as restrictive as) those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Parent or their any of its Subsidiaries or the credit facilities provided hereunder or (Bii) 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, (i) to any actual or prospective credit insurance provider relating to the Borrowers and their obligations, or (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 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 Company.

Appears in 2 contracts

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

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) 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 be a Lender pursuant to Section 2.14(b) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent(a) Borrower acknowledges that from time to time financial advisory, the L/C Issuers investment banking and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) other services may be disclosed: offered or provided to Borrower or one or more of its Subsidiaries (iin connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and Borrower hereby authorizes each Lender to its Affiliates and share any information delivered to it such Lender by Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate, it being understood that any such Subsidiary or Affiliate receiving such information shall be bound by the provisions of clause (b) below as if it were a Lender hereunder. (b) Each Lender agrees (on behalf of itself and each of its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors employees 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 representatives) to keep such Information confidential); (ii) , in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by Borrower pursuant to this Agreement which is identified by Borrower as being confidential at the time the same is delivered to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityLenders, such as provided that nothing herein shall limit the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case disclosure 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; information (iiii) to the extent required by applicable Laws statute, rule, regulation or regulations or by any subpoena or similar legal process in which case the Administrative Agentjudicial process, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permittedii) to notify counsel for any of the Parent Borrower prior Lenders, (iii) to such disclosure; bank examiners, auditors or accountants, (iv) to any other party hereto; Lender, (v) in connection with any litigation to which any one or more of the exercise Lenders is a party (provided, that each such Lender will promptly notify Borrower of any remedies hereunder such litigation and of such proposed disclosure prior to the disclosure of such information (unless prohibited from doing so by the relevant court)) 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, (vi) subject to an agreement any Transferee (or prospective Transferee) so long as such Transferee (or prospective Transferee) first executes and delivers to the respective Lender a Confidentiality Agreement containing provisions substantially the same as those term of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,8.14.

Appears in 1 contract

Samples: Loan Agreement (CBL & Associates Properties Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the L/C Issuers Administrator and the Lenders Fronting Banks agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by by, or required to be disclosed to, any rating agency, or regulatory or similar 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) in which case the Administrative AgentNAIC), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations Applicable Law or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.13(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding AXIS Capital and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund; (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers any Borrower or their its Subsidiaries or the this credit facilities provided hereunder facility or (Bii) 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 Credit Facility; (h) with the consent of AXIS Capital, (i) market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Administrator, any Fronting Bank or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Agreement, “Information” means all information received from AXIS Capital or any Subsidiary relating to AXIS Capital or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, the L/C Administrator or any Fronting Bank on a nonconfidential basis prior to disclosure by AXIS Capital or any Subsidiary, provided hereunder,that, in the case of information received from AXIS Capital or any 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 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 Fronting Banks acknowledges that (a) the Information may include material non-public information concerning AXIS Capital 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.

Appears in 1 contract

Samples: Credit Agreement (Axis Capital Holdings LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent(a) Borrower acknowledges that from time to time financial advisory, the L/C Issuers investment banking and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) other services may be disclosed: offered or provided to Borrower or one or more of its Subsidiaries (iin connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and Borrower hereby authorizes each Lender to its Affiliates and share any information delivered to it such Lender by Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate, it being understood that any such Subsidiary or Affiliate receiving such information shall be bound by the provisions of clause (b) below as if it were a Lender hereunder. (b) Each Lender agrees (on behalf of itself and each of its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors employees 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 representatives) to keep such Information confidential); (ii) , in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by Borrower pursuant to this Agreement which is identified by Borrower as being confidential at the time the same is delivered to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityLenders, such as provided that nothing herein shall limit the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case disclosure 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; information (iiii) to the extent required by applicable Laws statute, rule, regulation or regulations or by any subpoena or similar legal process in which case the Administrative Agentjudicial process, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permittedii) to notify counsel for any of the Parent Borrower prior Lenders, (iii) to such disclosure; bank examiners, auditors or accountants, (iv) to any other party hereto; Lender, (v) in connection with any litigation to which any one or more of the exercise Lenders is a party (provided, that each such Lender will promptly notify Borrower of any remedies hereunder such litigation and of such proposed disclosure prior to the disclosure of such information (unless prohibited from doing so by the relevant court)) 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, (vi) subject to an agreement any Transferee (or prospective Transferee) so long as such Transferee (or prospective Transferee) first executes and delivers to the respective Lender a Confidentiality Agreement containing provisions substantially the same as those term of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,9.14.

Appears in 1 contract

Samples: Credit Agreement (CBL & Associates Properties Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Revolver Agent, the L/C Issuers Issuer and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives other representatives, including accountants, legal counsel and other advisors (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 confidentialconfidential pursuant to the terms hereof); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including or any selfquasi-regulatory authority, 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 ((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; (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; to this Agreement, (ve) in connection with the exercise of any remedies hereunder or under any other the Loan Document Documents or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or (vii) on a confidential basis to (Aiii) any ratings actual or prospective investor in a special purpose funding vehicle, (g) with the consent of the Borrower, (h) to any rating agency when required by it, (i) to an investor or prospective investor in connection with rating Holdingssecurities issued by an Approved Fund of any Lender that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by an Approved Fund of any Lender or to a trustee, the Borrowers collateral manager, servicer, backup servicer, noteholder or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or secured party in securities issued by an Approved Fund of any similar agency Lender in connection with the issuance administration, servicing and monitoring of CUSIP numbers reporting on the assets serving as collateral for securities issued by such Approved Fund, or other market identifiers with respect (j) to the credit facilities provided hereunder,extent such Information (x) is publicly available at the time of disclosure or becomes publicly available other than as a result of a

Appears in 1 contract

Samples: Credit Agreement (Paperweight Development Corp)

Treatment of Certain Information; Confidentiality. Each of the The P1 Administrative Agent, the L/C Issuers P1 Collateral Agent, each of the Senior Lenders and the Lenders Revolving LC Issuing Bank agrees to maintain the confidentiality of the Credit Agreement Information, except that Credit Agreement Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates (including branches) and to it its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, service providers and representatives (it being understood provided, that the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Credit Agreement Information and instructed to keep such Credit Agreement Information confidential); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including or to any self-regulatory authority, such as the National Association of Insurance Commissioners) Federal Reserve Bank or central bank in which case the Administrative Agent, L/C Issuer connection with a pledge or such Lender, as applicable, shall use reasonable efforts ((x) assignment pursuant 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 disclosureSection 14.4(e); (iiic) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan P1 Financing Document or any suit, action or proceeding relating to this Agreement or any other Loan P1 Financing Document or the enforcement of rights hereunder or thereunder, thereunder (viincluding any actual or prospective purchaser of Collateral); (f) subject to an agreement containing provisions substantially the same as those of this Section 10.0714.17, to (Ai) 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 such Eligible Assignee or Participant’s or prospective Eligible Assignee or Participant’s professional advisor), (Bii) 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 Borrowers Borrower, or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) any ratings agency in connection contractual arrangements with rating Holdingsthe P1 Administrative Agent, the Borrowers or their Subsidiaries P1 Collateral Agent, such Senior Lender, or the credit facilities provided hereunder Revolving LC Issuing Bank or any Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with respect to any Senior Loan or P1 Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Senior Lender under any P1 Financing Document (including any rating agency); (g) with the consent of the Borrower (which consent shall not unreasonably be withheld, conditioned or delayed); (h) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating the P1 Administrative Agent, the P1 Collateral Agent, any Senior Lender or the Revolving LC Issuing Bank or any of their respective Affiliates; (i) 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 Credit Agreement Information relating to the Borrower received by it from any Senior Lender, the Revolving LC Issuing Bank, the P1 Administrative Agent or the P1 Collateral Agent, as applicable); or (j) to any party providing (and any brokers arranging) any Credit Agreement Senior Secured Party insurance or reinsurance or other direct or indirect credit protection (including credit default swaps) with respect to its Senior Loans or Revolving LCs. In addition, the P1 Administrative Agent, the P1 Collateral Agent, any Senior Lender or the Revolving LC Issuing Bank 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 P1 Administrative Agent, the P1 Collateral Agent, the Senior Lenders and the Revolving LC Issuing Bank in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereundernumbering,

Appears in 1 contract

Samples: Cd Credit Agreement (NextDecade Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders Credit Parties agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Affiliates, Approved Funds, and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it [it]such Person (including any self-regulatory authority, 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 ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the Borrower or derivative transaction (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 any Credit Party or any of their respective Affiliates on a non-confidential basis from a source other than the Loan Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Borrowers and Loan Parties or any Subsidiary thereof or their obligationsrespective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof, provided that, in the case of information received from any Loan Party or any 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 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (viib) on a confidential basis to it has developed compliance procedures regarding the use of material non-public information and (Ac) any ratings agency it will handle such material non-public information in connection accordance with rating HoldingsLaw, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance including federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Citi Trends Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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(and, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part ofnon-ordinary course disclosure under this clause (b), or arise out of, normal reporting or review procedures to, or examination by, the disclosing party shall use its reasonable efforts to inform the Borrower thereof prior to any such regulatory authority) disclosure and, in any event, shall promptly inform the Borrower thereof, in each case to notify the Parent Borrower prior extent legally permitted to such disclosuredo so; provided that requests from any bank examiner or bank auditor shall not be considered to be non-ordinary course), (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agentdisclosing party shall use its reasonable efforts to inform the Borrower thereof prior to any such disclosure and, such L/C Issuer or such Lender, as applicablein any event, shall use reasonable efforts (promptly inform the Borrower thereof, in each case to the extent permitted) legally permitted to notify the Parent Borrower prior to such disclosure; do so), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) with the prior consent of the Borrower, by the Administrative Agent, the Joint Lead Arrangers or any lead arranger in respect of any incremental credit facility to be issued hereunder, in each case on a confidential basis to (A) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or hereunder, (Bi) the CUSIP Service Bureau or any similar agency to market data collectors and service providers in connection with the issuance and monitoring administration of CUSIP numbers the credit facility or other market identifiers with respect (j) to the credit facilities provided hereunder,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 Issuing Bank or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Frontier Communications Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena order of any court or similar administrative agency or in any pending legal or administrative proceeding, or otherwise as required by compulsory legal process (in which case such Lender will inform the Administrative Agent, Borrowers promptly prior to such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (disclosure to the extent permitted) to notify the Parent Borrower prior to such disclosure; practicable and not prohibited by Law), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 2.16 or (Bii) 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 Borrowers be made by reference to any Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers any Loan Party or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrowers 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, the L/C Issuer or any of their respective Affiliates from a source other than the Borrowers that is not to such Lender’s knowledge subject to confidentiality obligations to either 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 Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Blount International Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other 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)) solely in connection with the transactions contemplated or permitted hereby; provided that the Administrative Agent, the Lenders or the L/C Issuer, as the case may be, shall be responsible for its Affiliates’ compliance with this paragraph, (iib) 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 ((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; (iiic) to the extent required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case process; provided that unless specifically prohibited by Applicable Law or court order, each Lender and the Administrative Agent, such L/C Issuer or such Lender, as applicable, Agent shall use reasonable efforts (to the extent permitted) to promptly notify the Parent Borrower prior to in advance of any such disclosure; , (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.23, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.23 or (y) 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 (except to the extent that such Information was available to the Administrative Agent, any Lender or any of their Affiliates as a result of Administrative Agent’s, any Lender’s or their Affiliates’ ownership interests in the Business or the Borrower). For purposes of this Section 10.23, “Information” means all information received by the Administrative Agent, any Lender or the L/C Issuer, as the case may be, 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. Any Person required to 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 basis information. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree not to disclose any Information to a (Ai) Prohibited Lender or (ii) any ratings agency in connection with rating Holdings, the Borrowers or of their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau respective Affiliates or any similar agency of their and their Affiliates’ officers, directors or employees that (x) are engaged as principles primarily in connection with private equity or venture capital on a proprietary bases (other than, in each case, such Affiliates engaged by the issuance and monitoring of CUSIP numbers or other market identifiers Borrower with respect to the credit facilities provided hereunder,Transactions and the private equity group affiliated with the GSLP Funds or any other debt fund affiliates or any advisors thereto) or (y) to the knowledge of the Administrative Agent, the Lenders or the L/C Issuer, as the case may be, are engaged in businesses competing with the Borrower (including any Affiliate which has been previously identified in writing to the Joint Lead Arrangers as such); provided, that nothing contained in this Section 10.23 shall prohibit the disclosure of such Information to any officers, directors or employees of any Affiliate of the Administrative Agent, the Lenders or the L/C Issuer, as the case may be, who reasonably need to know such Information for purposes of evaluating, negotiating, enforcing or consummating any of the transactions contemplated hereby, so long as, such Information is used solely for such purposes.

Appears in 1 contract

Samples: First Lien Loan Agreement (Vantiv, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Related Parties and to it 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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative AgentPerson required to disclose such information shall, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify permitted by law, rule or regulation and reasonably practicable, promptly inform the Parent Borrower prior to such disclosure; Company, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty Swap Provider (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations), (viig) on a confidential basis to (A) any rating agencies with respect to ratings agency in connection with rating Holdingsof a Lender or (B, the Borrowers Company or their Subsidiaries its Subsidiaries, or the credit facilities provided hereunder hereunder, (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (BC) the CUSIP Service Bureau or any similar agency in connection with the issuance application, issuance, publishing, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company 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, the L/C Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (z) is independently discovered or developed by a party hereto without utilizing any Information received from any Credit Party or violating the terms of this Section 10.07. 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, the L/C Issuer and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) after notice thereof to the Borrower, if practicable and allowed under the circumstances and unless if in connection with routine audits or reviews by any regulatory or self-regulatory authority, 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) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) after notice thereof to the extent legally permissible but (y) not in Borrower, if practicable and allowed under the case of any such requests which are part ofcircumstances, 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 process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; hereto or in connection with any pledge or assignment permitted under Section 10.06(f), (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or consent of the credit facilities provided hereunder Borrower or (Bh) 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,extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any

Appears in 1 contract

Samples: Credit Agreement (Wendy's Restaurants, LLC)

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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives disclosed (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); , (iia) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives, (b) subject to Borrowers’ receipt of prior written notice thereof and Agent’s reasonable cooperation with Borrowers’ attempts to secure a confidentiality order or other applicable order restricting the extent to which Information must be disclosed, to the extent required or 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) in which case the Administrative Agentsubject to Borrowers’ receipt of prior written notice thereof, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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 process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,prior written consent of

Appears in 1 contract

Samples: Credit Agreement (Chipotle Mexican Grill Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders The Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the 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 Lender or any of its Affiliates on a confidential nonconfidential basis to from a source other than the Loan Parties provided that in the case of any request, subpoena or proposed release or disclosure of Information described in clause (Ac) any ratings agency in connection with rating Holdingsabove, the Borrowers party believing it is obligated to release or their Subsidiaries disclose shall, subject to compliance with the applicable law, regulations, subpoena or other legal process or demand of any Governmental Authority, use commercially reasonable efforts to notify the credit facilities provided hereunder Borrower sufficiently in advance of such release or disclosure so as to allow such Loan Party a reasonable opportunity to prevent or condition such release or disclosure. Notwithstanding the foregoing, to the extent the Borrower may elect or be required to deliver to the Lender Information (B“Restricted Information”) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring delivery of CUSIP numbers or other market identifiers with respect which to the credit facilities provided hereunder,Lender is restricted by a confidentiality or non-disclosure agreement between the Borrower and a third party other than an Affiliate of the Borrower (“Third-Party NDA”), the Borrower may condition the delivery of such Restricted Information to the Lender upon the execution by the Lender of such form of non-disclosure agreement as may be required by such Third-Party NDA. To the extent any Third-Party NDA prohibits the delivery of Restricted Information to the Lender, the Borrower will inform the Lender of such fact and upon the reasonable request of the Lender, exercise commercially reasonable efforts to obtain the requisite consent to deliver such Restricted Information to the Lender.

Appears in 1 contract

Samples: Credit Agreement (Triquint Semiconductor Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative The Commercial Banks Facility Agent, the L/C Issuers Common Security Trustee, and each of the Commercial Bank Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, insurers and representatives (it being understood 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); (iib) to the extent requested or required or requested 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 10.04(e) (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 ((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 disclosureAssignments); (iiic) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) 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); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.17, to (Ai) 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 Agreement, (Bii) 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 Borrowers Borrower or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) any ratings agency in connection contractual arrangements with rating Holdingsthe Commercial Banks Facility Agent, the Borrowers Common Security Trustee, or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau such Commercial Bank Lender, or any similar agency in connection with Affiliates thereof, pursuant to which all or any portion of the issuance and monitoring of CUSIP numbers risks, rights, benefits or other market identifiers with respect to the credit facilities provided hereunder,obligations under or

Appears in 1 contract

Samples: Credit Agreement (Cheniere Energy Partners, L.P.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Bank agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates' respective 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); , (iib) 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 ((x) NAIC; provided that to the extent legally permissible but (y) not in practicable and permitted by applicable Requirements of Law, the case party requested to disclose the Information will provide prompt written notice of any such requests which are part ofrequest to Borrower, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) will allow Borrower a reasonable opportunity to notify the Parent Borrower seek appropriate protective measures prior to such disclosure; , and will disclose the minimum amount of Information required by applicable law), (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any bona fide prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or bona fide prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers and their obligationspurpose of obtaining a credit rating applicable to any Lender, (viig) on with the prior consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a confidential basis result of a breach of this Section or (y) becomes available to (A) the Administrative Agent, any ratings agency in connection with rating HoldingsLender, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Issuing Bank 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,their respective

Appears in 1 contract

Samples: Credit Agreement (HealthSpring, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agentsadvisors (including legal counsel), trusteesindependent auditors and other experts, advisors agents or representatives and representatives any of its insurers, reinsurers or insurance brokers (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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena order of any court or similar administrative agency or in any pending legal or administrative proceeding, or otherwise as required by compulsory legal process (in which case such Person will inform the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (Borrower promptly thereof to the extent permitted) to notify the Parent Borrower prior to such disclosure; practicable and not prohibited by law, rule or regulation), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.15(d) or Section 2.16(c) or (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder 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,provided

Appears in 1 contract

Samples: Credit Agreement (Qualcomm Inc/De)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Revolving Administrative Agent, the Collateral Agent, and the Lenders and Issuing Bank agrees to maintain the confidentiality of the Information, except that Information (as defined below) and to use the Information solely for the purpose of providing the services which are the subject of this Agreement, except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors sub-advisors, current and prospective funding sources and other representatives (collectively, “Representatives”), and existing and prospective investors in any Approved Fund (it being understood that the Persons person to whom such disclosure is being made will be informed of the confidential nature of such the Information and instructed to keep such Information information confidential) (provided that no such disclosure shall be made by Blackstone, any Blackstone Designee or any of its or their respective Representatives to any Affiliates that are engaged as principals primarily in private equity or venture capital (other than a limited number of employees who are required, in accordance with industry regulations or Blackstone’s or such Blackstone Designee’s internal policies and procedures to act in a supervisory capacity and the internal legal, compliance, risk management, credit or investment committee members of Blackstone or any Blackstone Designee); (iib) 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 ((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); (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process (in which case the Administrative such Agent, such L/C Issuer Issuing Bank or such Lender, Lender agrees to inform you promptly thereof so long as applicable, shall use reasonable efforts (lawfully permitted to the extent permitted) to notify the Parent Borrower prior to such disclosuredo so and except in connection with any order or request as part of a regulatory examination or audit); (iv) to any other party hereto; (vd) 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, ; (vie) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant inin (other than any Disqualified Lenders), any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligationsits Obligations, (vii) on a confidential basis to (Aiii) any ratings actual or prospective successor Agent (or its advisors) or (iv) any rating agency for the purpose of obtaining a credit rating applicable to any Lender or Issuing Bank; (f) with the consent of the Borrower or (g) to the extent such Information (x) is or becomes publicly available other than by reason of disclosure by such Agent, Issuing Bank or Lender in connection with rating violation of this Section 10.12, (y) is received by such Agent, Issuing Bank or Lender from a third party that is not to such Agent’s, Issuing Bank’s or Xxxxxx’s knowledge subject to confidentiality obligations to Parent, Holdings, the Borrowers or their Subsidiaries Borrower or the credit facilities provided hereunder Sponsor or (Bz) is independently developed by such Agent, Issuing Bank or Lender, in each case, so long as not based on Information obtained in a manner that would otherwise violate this Section 10.12. In addition, the CUSIP Service Bureau or any Administrative Agent, the Collateral Agent, Issuing Bank and the Lenders may disclose the existence of this Agreement and customary information about this Agreement to loan syndication market data collectors and similar agency service providers to the lending industry and service providers to the Agents, Issuing Bank and the Lenders in connection with the issuance administration of this Agreement, the other Loan Documents, and monitoring the Loans. For purposes of CUSIP numbers this Section, “Information” means all information received from or on behalf of Sponsor, Holdings or any of its Subsidiaries relating to Holdings or any of its Subsidiaries or any of their respective businesses, finances, operations, personnel and affairs, other market identifiers than any such information that is available to any Agent, Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such person has exercised the credit facilities provided hereunder,same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information. For purposes of this Section 10.12, Affiliates of Blackstone shall be deemed to mean Blackstone Holdings Finance Co. L.L.C. and any funds managed, advised or sub-advised by Blackstone or its affiliates.

Appears in 1 contract

Samples: Credit Agreement (Loar Holdings Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, each Issuing Bank, the L/C Issuers Swingline Lender and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agentany legal, L/C Issuer judicial, administrative proceeding or such Lenderin accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as applicable, shall use reasonable efforts ((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 law or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, such L/C Issuer Issuing Bank, the Swingline Lender or such Lender, as applicable, Lender shall use reasonable efforts (to the extent permitted) to promptly notify the Parent Borrower Borrowers in writing, in advance, and give the Borrowers the opportunity to seek confidential treatment of the information prior to such disclosure; , to the extent permitted by law), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrowers and their Obligations, (viig) with the consent of the Borrowers, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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 Loans 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 Issuing Bank, the Swingline Lender any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Parent or any Subsidiary relating to the Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender on a nonconfidential basis prior to disclosure by the Parent or any Subsidiary, provided hereunder,that, in the case of information received from the Parent or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential or should, because of its nature, reasonably be understood to be confidential. Any Person required to 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, each Issuing Bank, the Swingline Lender and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Parent 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 Federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Velti PLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Bank agrees to maintain in accordance with its customary procedures for maintaining confidential information the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (iin each case, other than to a Disqualified Institution) (a) to its Affiliates and to it its and its Affiliates’ respective partners, directors, investors, lenders, officers, employees, agents, trusteesadvisors, advisors attorneys, numbering, administration and settlement services provider 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 confidentialconfidential or, with respect to disclosure to investors or prospective investors, such disclosure is in connection with customary portfolio reviews); , (iib) to the extent required or requested by any Governmental Authority or 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 ((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; (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process (including, without limitation, in which case the Administrative Agentconnection with filings, such L/C Issuer submissions and any other similar documentation required or such Lendercustomary to comply with Securities and Exchange Commission filing requirements), as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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 of, or preparing to enforce, rights hereunder or thereunder, but only to the extent required in connection with such exercise or enforcement, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant (except, in each case, for the avoidance of doubt, for any Disqualified Institution) in, any of its rights or obligations under this Agreement and in connection with any pledge or assignment made pursuant to Section 10.04(f), (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations, its obligations or (vii) on a confidential basis to (Aiii) any ratings rating agency in connection with for the purpose of obtaining a credit rating Holdings, the Borrowers applicable to any Credit Party or their Subsidiaries or the credit facilities provided hereunder 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,, (g) with the prior consent of the Borrower, (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, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, (i) to the extent necessary or customary for inclusion in league table measurements, (j) to the National Association of Insurance Commissioners or any similar organization or any examiner or (k) to a Person that is an investor or prospective investor in a Securitization or other financing, separate account or commingled fund so long as such investor or prospective investor is informed that its

Appears in 1 contract

Samples: Credit Agreement (iCIMS Holding LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) and not to use any Information except in connection with the administration, evaluation and enforcement of the Loan Documents, except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the (provided that, unless prohibited by applicable Laws, such Administrative Agent, such Lender or L/C Issuer shall provide the Borrower with prompt notice of any such requirement so that the Borrower may, at its sole expense, seek a protective order or such Lendertake other appropriate action), as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.14(c) or (Bii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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, 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.

Appears in 1 contract

Samples: Credit Agreement (McGrath Rentcorp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) 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 be a Lender pursuant to Section 2.14(b) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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, the L/C Issuer or any of their respective Affiliates on a non-confidential 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 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.

Appears in 1 contract

Samples: Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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 confidentialconfidential and that the Administrative Agent, the Lender or the L/C Issuer disclosing such Information to such Affiliate or its or its Affiliates' partners, directors, officers, employees, agents, advisors and representatives shall remain responsible for compliance by such Affiliate or its or such Affiliate's partners, directors, officers, employees, agents, advisors and representatives with the confidentiality obligations described in this Section 10.07); , (iib) 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative Agent, such L/C Issuer or such Lender, as applicable, Person that discloses any Information pursuant to this clause (c) shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to in advance of such disclosure (if permitted by applicable Law) or shall provide the Borrower with prompt written notice of such disclosure; , (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be a Lender pursuant to Section 2.14(c) or Section 10.01 or (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 written consent of the Borrower 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 L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower not known by such source to be in breach of any duty of confidentiality with respect to such Information. 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 (and not as a result of a breach of a duty of confidentiality owed by such Person to the Borrower with respect to such Information) 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 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 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.

Appears in 1 contract

Samples: Credit Agreement (Cabot Microelectronics Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders Credit Parties agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Affiliates, Approved Funds, and to it 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Requirement of Laws or regulations or by any subpoena or similar legal process in which case process, provided that the Administrative Agent, such L/C Issuer Agent or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to agrees that it will notify the Parent Borrower prior to as soon as practicable in the event of any such disclosuredisclosure by such person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation; (ivd) to any other party hereto; , (ve) 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 DB1/ 123795142.13 Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be an Additional Commitment Lender; or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to any Loan Party and its obligations, (g) with the consent of the Borrower, (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 Borrowers and Loan Parties received by it from such Lender) or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Credit Party or any of their obligations, (vii) respective Affiliates on a non-confidential basis from a source other than the Loan Parties and which source is not known by such Agent or Lender to (A) be subject to a confidentiality restriction in respect thereof in favor of any ratings agency in connection with rating Holdings, of the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Credit Parties or any similar agency in connection with Affiliate of the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Credit Parties.

Appears in 1 contract

Samples: Credit Agreement (Vince Holding Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders agrees Issuing Bank agree to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties 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); (iib) 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) (in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, applicable Credit Party shall use commercially reasonable efforts ((x) to, except with respect to any audit or examination conducted by bank accountants, insurance regulatory or any other governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, 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 disclosurepracticable and permitted by Law); (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, applicable Credit Party shall use commercially reasonable efforts (to promptly notify the Borrower, in advance, to the extent permitted) to notify the Parent Borrower prior to such disclosurepracticable and permitted by Law); (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 (Bii) 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 Borrowers Borrower and their obligations, this Agreement or payments hereunder (viiit being understood that no such Information may be disclosed to a Disqualified Institution and the DQ List may be disclosed to any assignee or Participant (other than a Disqualified Institution) in reliance on this clause (f)); (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their Subsidiaries or the credit facilities provided hereunder or (Bii) 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 hereunder; (h) with the consent of the Borrower; 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 Issuing Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower that is not to the knowledge of the Administrative Agent, such Lender, such Issuing Bank or such Affiliate subject to confidentiality obligations to the Borrower or any of its Affiliates; provided hereunder,that notwithstanding anything to the contrary contained herein, no disclosure of any Information may be made to a Disqualified Institution. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and customary 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 Credit Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (CrossAmerica Partners LP)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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 confidentialconfidential and that the disclosing party shall be liable for the failure of any such Persons to adhere to the requirements of this Section 10.07); (iib) 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) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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); (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (provided that, except in which the case the Administrative Agentof any regulatory examination, written notice of such L/C Issuer requirement or order shall be promptly furnished to Parent unless such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosurenotice is legally prohibited); (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement; or (Bii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap or derivative transaction relating to the Borrowers and their obligations, (viig) with the prior consent of Parent; (h) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Parent or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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,; and (i) to the extent such Information (i) was or becomes publicly available other than as a result of a breach of this Section, (ii) was or becomes independently developed by the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates or (iii) was or becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than Parent or any Subsidiary that is not itself, to the knowledge of such Person, in breach of a confidentiality obligation to Parent or any Subsidiary in connection with the disclosure of such Information.

Appears in 1 contract

Samples: Credit Agreement (Communications Sales & Leasing, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, each Issuing Bank, the L/C Issuers Swingline Lender and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agentany legal, L/C Issuer judicial, administrative proceeding or such Lenderin accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as applicable, shall use reasonable efforts ((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 law or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, such L/C Issuer Issuing Bank, the Swingline Lender or such Lender, as applicable, Lender shall use reasonable efforts (to the extent permitted) to promptly notify the Parent Borrower in writing, in advance, and give the Borrower the opportunity to seek confidential treatment of the information prior to such disclosure; , to the extent permitted by law), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any Securitization, swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrower and its Obligations, (viig) with the consent of the Borrower, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,Loans 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 Issuing Bank, the Swingline Lender any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (PayPal Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the The Administrative Agent, the L/C Issuers P1 Collateral Agent and each of the Senior Lenders agrees to maintain the confidentiality of the Credit Agreement Information, except that Credit Agreement Information (as defined below) may be disclosed: (i) disclosed to its Affiliates (including branches) and to it its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, service providers and representatives (it being understood provided, that the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Credit Agreement Information and instructed to keep such Credit Agreement Information confidential); (ii) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including or to any self-regulatory authority, such as the National Association of Insurance Commissioners) Federal Reserve Bank or central bank in which case the Administrative Agent, L/C Issuer connection with a pledge or such Lender, as applicable, shall use reasonable efforts ((x) assignment pursuant 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 disclosureSection 12.4(e); (iii) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (iv) to any other party heretoto this Agreement; (v) 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 Financing Document or the enforcement of rights hereunder or thereunder, thereunder (vi) including any actual or prospective purchaser of Collateral); subject to an agreement containing provisions substantially the same as those of this Section 10.0712.17, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (or (B) such assignee or Participant’s or prospective assignee or Participant’s professional advisor), 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 Borrowers Borrower, or any Person (and any of its officers, directors, employees, agents or advisors) that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either contractual arrangements with the Administrative Agent, the P1 Collateral Agent, such Senior Lender, or any Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with respect to any Senior Loan or Financing Document is transferred to such Person or an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the benefit of any Senior Lender under any Financing Document (including any rating agency); with the consent of the Borrower (which consent shall not unreasonably be withheld, conditioned or delayed); to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating the Administrative Agent, the P1 Collateral Agent, any Senior Lender or any of their obligationsrespective Affiliates; 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 Credit Agreement Information relating to the Borrower received by it from any Senior Lender, the Administrative Agent or the P1 Collateral Agent, as applicable); to any party providing (viiand any brokers arranging) on a confidential basis any Credit Agreement Senior Secured Party insurance or reinsurance or other direct or indirect credit protection (including credit default swaps) with respect to its Senior Loans; to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bx) the CUSIP Service Bureau Bureau, Clearpar or Loanserv or any similar agency in connection with the issuance and monitoring of CUSIP numbers, Private Placement Numbers (“PPNs”) or any other similar numbers or other market identifiers with respect to the credit facilities provided Senior Loans (it being understood and agreed that any Lender may apply for the issuance of one or more CUSIP numbers, PPNs or any other similar numbers with respect to any of the Senior Loans without the consent of the Loan Parties); or in the case of any Senior Lender that is a Blackstone Entity only, the disclosure of the existence of this Agreement and the Senior Loans hereunder,, its participation therein, and a summary of the terms hereof in any marketing publication and the Borrower’s logo may be used in connection with such publication. In addition, the Administrative Agent, the P1 Collateral Agent or any Senior Lender 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, the P1 Collateral Agent and the Senior Lenders in connection with the numbering, administration, settlement and management of this Agreement, the other Financing Documents, the Senior Loan Commitments, and the Senior Loan Borrowings. For the purposes of this Section 12.17, “

Appears in 1 contract

Samples: Credit Agreement (NextDecade Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) subject to the extent required or requested by any regulatory authority purporting an agreement to have jurisdiction over it (including any self-regulatory authoritycomply with this Section, such as to the National Association of Insurance Commissioners) Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in which case the Administrative Agent, L/C Issuer or connection with ratings issued with respect to such Lender, as applicable, shall use reasonable efforts ((xc) to the extent legally permissible but requested or demanded by any Governmental Authority or in connection with any pledge or assignment permitted by Section 10.6(f), (yd) not in the case response to any order of any such requests which are part ofcourt or other Governmental Authority or as may be required pursuant to any Requirement of Law, 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 or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ive) to any other party hereto; , (vf) 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, (vig) subject to an agreement containing provisions substantially the same as those of to comply with this Section 10.0710.14, to (A1) 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 (B2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and its Subsidiaries and their obligations, (viih) with the express written consent of the Borrower 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, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis (other than through a breach of a binding confidentiality agreement) from a source other than the Borrower and its Subsidiaries. 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 Issuing Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary (other than through a breach of a binding confidentiality agreement), 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 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 basis to (A) any ratings agency in connection with rating Holdingsinformation. Each of the Administrative Agent, the Borrowers or their Subsidiaries or Lenders and the credit facilities provided hereunder or Issuing Lender acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning the Borrower or any similar agency a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the protection of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance all Requirements of Law, including Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities laws.

Appears in 1 contract

Samples: Credit Agreement (National Financial Partners Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders agrees Issuing Banks agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (iin each case, other than to a Disqualified Institution) (a) to its Affiliates and to it its and its Affiliates’ respective partnersRelated Parties and numbering, directors, officers, employees, agents, trustees, advisors administration and representatives settlement services providers (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); , (iib) to the extent required or requested by any Governmental Authority or 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 ((xc) to the extent legally permissible but (y) not in the case of any such requests which are part ofcompelled by legal process in, or arise out of, normal reporting or review procedures reasonably necessary to, the defense of such legal, judicial or examination byadministrative proceeding, in any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent legal, judicial or administrative proceeding or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative AgentRequirements of Law, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise or enforcement of any remedies hereunder or under any other Loan Document or or, in connection with any litigation, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, but only to the extent required in connection with such exercise or enforcement, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant (except, in each case, for the avoidance of doubt, for any Disqualified Institution) in, any of its rights or obligations under this Agreement and in connection with any pledge or assignment made pursuant to Section 10.04(f), (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations, its obligations or (vii) on a confidential basis to (Aiii) any ratings rating agency in connection with for the purpose of obtaining a credit rating Holdings, the Borrowers applicable to any Credit Party or their Subsidiaries or the credit facilities provided hereunder 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,, (g) with the prior consent of the 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 Issuing Bank or any of their

Appears in 1 contract

Samples: First Lien Credit Agreement (Allvue Systems Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of Lender, the Administrative Agent, the L/C Issuers Issuer and the Lenders agrees to maintain the confidentiality Arranger agree (on behalf of the Information, except that Information (as defined below) may be disclosed: (i) to itself and each of its Affiliates and to it 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 the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityLender, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C the Issuer or such Lender, the Arranger (as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case may be) as confidential at the time Borrower so supplies such information, provided, that nothing herein shall limit the disclosure 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; information (iiii) to the extent required by applicable Laws statute, rule, regulation or regulations or by judicial process, (ii) to counsel for any subpoena or similar legal process in which case of the Lenders, the Administrative Agent, such L/C the Issuer or such Lenderthe Arranger, as applicable, shall use reasonable efforts (to the extent permittediii) to notify the Parent Borrower prior to such disclosure; Governmental Authorities, bank examiners, auditors or accountants or self-regulatory agencies or bodies, (iv) to the Issuer, the Arranger, the Administrative Agent or any other party hereto; Lender, (v) 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 Lenders, the Issuer, the Arranger or the enforcement of rights hereunder or thereunderAdministrative Agent is a party, (vi) subject to an agreement containing 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, agrees to be bound by the provisions substantially the same as those of this Section 10.0710.15; and provided further, that in no event shall any Lender, the Issuer, the Arranger or the Administrative Agent be obligated or required to (A) return any assignee materials furnished to it by the Borrower, unless in violation of or Participant inthis Section 10.15. Each Lender agrees that it will use its reasonable efforts to advise the Borrower as soon as practicable, or of any prospective assignee disclosure of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency information in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bv) 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,above.

Appears in 1 contract

Samples: Credit Agreement (Escalera Resources Co.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders, and the Lenders Issuing Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of the Information, except that all Information (as defined below) may be disclosed: hereinafter defined), and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents or in connection with other business now or hereafter existing or contemplated with the Company or any Subsidiary; except to the extent such information (i) was or becomes generally available to its Affiliates and the public other than as a result of disclosure by such Person, or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to it and its Affiliates’ respective partnerssuch Person; provided, directorshowever, officers, employees, agents, trustees, advisors and representatives that such Person may disclose such information (it being understood that A) at the Persons request or pursuant to whom any requirement of any Governmental Authority to which such disclosure Person is made will be informed of the confidential nature subject or in connection with an examination of such Information and instructed to keep Person by any such Information confidential)authority; (iiB) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or requested by any regulatory authority purporting proceeding to have jurisdiction over it which such Person may be party; (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 ((xE) 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 reasonably required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; (v) in connection with the exercise of any remedies remedy hereunder or under any other Loan Document or Document; (F) to such Person's independent auditors and other professional advisors; (G) to any action or proceeding relating to this Agreement or any other Loan Document or the enforcement Affiliate of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant insuch Person, or to any prospective assignee of Participant or Participant inEligible Assignee, any of its rights actual or obligations under this Agreement potential, or (B) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company or its Obligations, provided that such Affiliate, Participant, Eligible Assignee or counterparty (or its advisors) agrees to keep such information confidential to the same extent required hereunder; (H) as to any such Person, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed party with such Person; and their obligations, (viiI) on to any nationally recognized rating agency or similar organization that requires access to information about a confidential basis to (A) any ratings agency Lender's or its Affiliates' investment portfolio in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers ratings issued with respect to the credit facilities provided hereunder,such Lender or its Affiliates.

Appears in 1 contract

Samples: Credit Agreement (Giant Industries Inc)

Treatment of Certain Information; Confidentiality. Each The Administrative Agent and each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required upon request or requested demand by any regulatory authority purporting to have having jurisdiction over it such Person or its Related Parties, (including any self-regulatory authority, such c) 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 ((x) to the extent legally permissible but (y) not in the case may be compelled by an order of any such requests which are part ofcourt or administrative agency or in any pending legal, judicial or arise out of, normal reporting administrative proceeding 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 or regulations or by any subpoena or similar compulsory legal process (in which case the Administrative Agent, such L/C Issuer Agent or such Lender, as applicable, shall use reasonable efforts (Lender agrees to inform the Borrower promptly thereof prior to such disclosure to the extent permitted) to notify the Parent Borrower prior to such disclosure; not prohibited by applicable Law), (ivd) to any other party hereto; , (ve) to the extent reasonably necessary or advisable, 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder (viiit being understood that the DQ List may be disclosed to any assignee or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement in reliance on this clause (f)), (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries Borrower or the credit facilities facility provided hereunder (provided, that, any such disclosure shall be made in consultation with the Borrower), or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities facility 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 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. 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. For purposes of this Section, “Information” means all information received from or on behalf of the Borrower or any Subsidiary of the Borrower relating to the Borrower or any Subsidiary of the Borrower 79 CHAR1\1756574v5

Appears in 1 contract

Samples: Credit Agreement (Ansys Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to 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); , (iib) to its Affiliates and to its Affiliates’ partners, directors, officers, employees, 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) in connection with the transactions contemplated hereby or otherwise with the consent of the Borrower Agent, (c) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it itsuch Person or its Related Parties (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 ((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; (iiid) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent(provided that, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) permitted thereby and practicable, prompt prior written notice of such disclosure will be provided to notify the Parent Borrower prior to such disclosure; Specified U.S. Borrower), (ive) to any other party hereto; , (vf) 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, (vig) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or any Eligible Assignee invited to be a Lender pursuant to Section 2.16 or 2.19, as applicable, or (Bii) any actual or prospective counterparty (or its advisorsadvisorsRelated Parties) to any swap or, derivative or derivative other transaction relating to any Borrower and its obligations or (iii) any of its Affiliates that is an actual or prospective provider of cash management services to any Borrower or any Borrower’s Subsidiaries (including with respect to treasury, depository, overdraft, credit and debit card, electronic funds transfer and other cash management arrangements), (hunder which payments are to be made by reference to any of the Borrowers and their obligations, this Agreement or payments hereunder, (viih) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bii) 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,, (i) with the consent of the Borrower Agent or applicable Borrower or (ij) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section or (iiy) becomes available to the Administrative Agent, the Collateral Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower or a Person known by the Administrative Agent, the Collateral Agent, such Lender, such L/C Issuer or any of their respective Affiliates to be bound by a confidentiality agreement with a Borrower. In addition, the Administrative Agent, the Collateral Agent, the Original Bookrunner and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent, the Collateral Agent and the Lenders in connection with the administration and management of this Agreement and, the other Loan Documents and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Nortek Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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) (in which case the Administrative Agentsuch Person agrees, L/C Issuer except with respect to any audit or examination conducted by such Lenderregulatory authority, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but permitted by applicable Law and such compulsory legal process, to use commercially reasonable efforts to inform the Borrower thereof), (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; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person agrees, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) permitted by applicable Law and such compulsory legal process, to notify use commercially reasonable efforts to inform the Parent Borrower prior to such disclosure; thereof), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.21, to (Ai) any permitted assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or and obligations under this Agreement or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap or derivative transaction relating Hedge Agreement under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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 Credits, (h) with the consent of the Borrower, or (i) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 11.21 or (B) 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 Borrower or its Affiliates. Notwithstanding the foregoing, the Loan Parties consent to the publication by the Administrative Agent, the L/C Issuers and the Lenders of any tombstones, press releases, advertising or other promotional materials (including via E-Transmission) relating to the financing transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark. The Administrative Agent, such L/C Issuer or such Lender shall provide a draft of any such press release, advertising or other promotional material to the Borrower for review and comment prior to the publication thereof. The Loan Parties agree not to issue any press release or other public disclosure using the name or logo of or otherwise referring to the Administrative Agent, any L/C Issuer any Lender or any of their Affiliates, the Loan Documents, or any transaction contemplated thereby, without the Administrative Agent, the applicable L/C Issuer’s or applicable Lender’s prior consent, except to the extent required to do so under applicable Law and then only after consulting with the Administrative Agent, the applicable L/C Issuer or applicable Lender prior thereto. 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. For purposes of this Section 11.21, “Information” means all information received from any Loan Party relating to the Loan Parties 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 any Loan Party or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section 11.21 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.

Appears in 1 contract

Samples: Credit Agreement (ATN International, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Issuer and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates, joint venture partners or to funds that are managed by Affiliates of such Lender, and to it such Lender’s and its Affiliatessuch Personsrespective 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); , (iib) to the extent required or requested by by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory 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 ((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; (iiic) to the extent required by applicable Laws or regulations Legal Requirements or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with and at any time after 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, (vif) subject to an agreement containing provisions substantially the same as those following Persons to whom disclosure is made being informed of this Section 10.07the confidential nature of such Information and instructed to keep such Information confidential, to (Ai) 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 Agreement, (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, and (vi) any actual or proposed credit facility for loans, letters of credit or other extensions of credit to or for the account of the Administrative Agent or any Lender or any of its Affiliates, to any Person providing or proposing to provide such loan, letter of credit or other extension of credit or any agent, trustee or representative of such Person, (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Credits or (Bii) 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 Credits, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.12 or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence” defense. For purposes of this Section 11.12, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non‑confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; provided hereunder,that, in the case of information received from a Loan Party or any Subsidiary thereof 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 11.12 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 anything to the contrary in this Agreement, the Administrative Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of the Borrower or the Loan Parties and the Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the Administrative Agent.

Appears in 1 contract

Samples: First Lien Credit Agreement (Turning Point Brands, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of of, and shall not disclose to any Person, the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors 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 either (i) be bound pursuant to written agreement, policy, procedure, or other ethical, fiduciary or other responsibility to keep such Information confidential); , or (ii) agree to treat the Information as 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) ), in which case the Administrative Agentsuch Person agrees, L/C Issuer except with respect to any audit or such Lenderexamination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but reasonably practicable and not prohibited by applicable law, rule, regulation or order, to inform the Borrower promptly of the disclosure thereof, (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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (Person agrees to the extent permitted) not prohibited by applicable law, rule, regulation or order, to notify inform the Parent Borrower prior to such disclosure; promptly of the disclosure thereof, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) with the consent of the Borrower, any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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 or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower (or the Borrower’s representatives) that is not, to such Person’s knowledge, subject to confidentiality or fiduciary obligations owing to the Borrower or any of the Borrower’s Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Adobe Inc.)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Agent and the Lenders acknowledges the confidential nature of the Information (as defined below) and agrees to maintain the confidentiality of the InformationInformation and prevent the disclosure thereof, except that Information (as defined below) may be disclosed: : (i) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, professional advisors and representatives to the extent reasonably required to be disclosed thereto (it being understood provided that the such Persons to whom such disclosure is made will shall be informed under a like duty of confidentiality to that contained in this Section 15.6 and further provided that the Agent or the Lender, as the case may be, providing the Information shall be responsible for any breach by such Person of the confidential nature aforementioned like duty of such Information and instructed to keep such Information confidentialconfidentiality); ; (ii) to if, in the extent reasonable opinion of the Agent or such Lender, such disclosure is required or requested by any regulatory authority purporting to have having jurisdiction over it (including any self-regulatory authority); (iii) if, such as in the National Association reasonable opinion of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer Agent or such Lender, as applicable, shall use reasonable efforts ((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 disclosure is required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; process; (iv) to any other party hereto; Lender or their respective counsel and advisors; (v) in connection with the exercise of any remedies remedies, or the enforcement of any rights, hereunder or under any other Loan Document or in connection with any suit, action or proceeding initiated by the Agent and the Lenders or commenced by the Borrower the issues of which touch on the Information, in each case, relating to this Agreement or any other Loan Document but only to the extent such disclosure is necessary to the initiation or the enforcement defense of rights hereunder such suit, action or thereunder, proceeding; (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.0715.6, to to: (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement; or (B) any actual or prospective insurers, re-insurers or counterparty (or its advisors) to any swap swap, derivative, credit-linked note or derivative similar transaction relating to the Borrowers and their obligations, any Obligor; (vii) on a confidential basis with the written consent of the Borrower; or (viii) to the extent such Information: (A) becomes publicly available other than as a result of a breach of this Section 15.6 (including, for certainty, by a breach of this Section 15.6 by a Person for which the applicable Lender or the Agent is responsible); or (B) becomes available to the Agent or any ratings agency Lender on a non-confidential basis from a source other than an Obligor, provided that the Agent or such Lender can show that such Information was, prior to the receipt thereof from an Obligor, lawfully in the Agent’s or such Lender’s possession from such source and not then subject to any obligation on its part to the Borrower to maintain confidentiality. (b) For purposes of this Section, “Information” means all financial, operational and other information and data received in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau this Agreement or any similar agency other Loan Document from any Obligor, KMI or any Affiliate of KMI relating to any KMI, any Obligor or any Affiliate of the foregoing or in connection with the issuance and monitoring respect of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,any of their respective businesses.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan Canada LTD)

Treatment of Certain Information; Confidentiality. Each of Lender agrees that material non-public information regarding the Administrative AgentLoan Parties and their Subsidiaries, their operations, assets and existing business plans, including the L/C Issuers Borrower Materials, shall be treated by each Lender in a confidential manner, and the Lenders agrees shall not be disclosed by it to maintain the confidentiality of the Informationpersons who are not parties hereto, except that Information (as defined below) may be disclosedexcept: (i) to its attorneys for and other advisors, accountants, auditors, and consultants to such Lender on a “need to know” basis, (ii) to Subsidiaries, Affiliates and Approved Funds of such Lender, provided that any such Subsidiary, Affiliate or Approved Fund shall have agreed to it and its Affiliates’ respective partnersreceive such information subject to the terms of these confidentiality requirements, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom iii) as may be required by regulatory authorities so long as such disclosure is made will be authorities are informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityinformation, 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 ((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 or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) as may be required by statute, judicial or administrative order, rule or regulation, provided that prior to any other such disclosure under this clause (iv), the disclosing party hereto; agrees to provide the Lead Borrower with prior notice thereof, (v) as may be agreed to in advance by the Lead Borrower, (vi) as requested or required by any governmental authority pursuant to subpoena or other legal process, provided that prior to any disclosure pursuant to this clause (vi) the disclosing party agrees to provide the Lead Borrower with prior notice thereof, (vii) as to any information that is or becomes generally available to the public (other than as a result of a prohibited disclosure by a Lender), (viii) in connection with the exercise any proposed assignment of, or grant of a participation in, such Lender’s interest under this Agreement, provided that any remedies hereunder such proposed assignee or under any other Loan Document or any action or proceeding relating participant shall have agreed in writing to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) receive such information subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,these confidentiality provisions.

Appears in 1 contract

Samples: Credit Agreement (Big 5 Sporting Goods Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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); provided that unless specifically prohibited by applicable law or court order, L/C Issuer or such Lender, as applicable, Lender shall use its commercially reasonable efforts to notify the Company of any request by any regulatory authority or representative thereof of the National Association of Insurance Commissioners ((xother than any such request in connection with any examination of the financial condition of such Lender by such governmental agency or the National Association of Insurance Commissioners) to the extent legally permissible but (y) not in the case for disclosure 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 non-public information prior to disclosure of such disclosure; information, (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their its obligations, (viig) with the consent of the 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, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. For purposes of this Section, “Information” means all information received from the Company or any Subsidiary relating to the Company 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 Company or any Subsidiary, provided that, in the case of information received from the Company or any 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 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 basis to (A) any ratings agency in connection with rating Holdingsinformation. Each of the Administrative Agent, the Borrowers or their Subsidiaries or Lenders and the credit facilities provided hereunder or L/C Issuer acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning the Company or any similar agency 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 connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Amphenol Corp /De/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Swing Line Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (in which case case, if permitted by applicable Law, the Administrative Agent, such L/C Issuer or such Lender, as applicable, Agent shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to of such disclosure; request), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty party (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (Aiii) any ratings agency in connection with rating Holdingsagency, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Biv) the CUSIP Service Bureau or any similar agency in connection organization, (g) with the issuance and monitoring consent of CUSIP numbers the Borrower or other market identifiers with respect (h) to the credit facilities provided hereunder,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 Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Altera Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, each Issuing Bank, the L/C Issuers Swingline Lender and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agentany legal, L/C Issuer judicial, administrative proceeding or such Lenderin accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as applicable, shall use reasonable efforts ((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 law or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, such L/C Issuer Issuing Bank, the Swingline Lender or such Lender, as applicable, Lender shall use reasonable efforts (to the extent permitted) to promptly notify the Parent Borrower in writing, in advance, and give the Borrower the opportunity to seek confidential treatment of the information prior to such disclosure; , to the extent permitted by law), (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any Securitization, swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrower and its Obligations, (viig) with the consent of the Borrower, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder 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,Loans 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 Issuing Bank, the Swingline Lender any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Ebay Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) 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 be a Lender pursuant to Section 2.14(b) or 2.17(d) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) 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 Borrower 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, the L/C Issuer or any of their respective Affiliates on a non-confidential 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 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. 101250789

Appears in 1 contract

Samples: Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the The Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees Issuer agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative Agent, such the Lenders and the L/C Issuer or such Lenderwill, as applicable, shall use reasonable efforts (to the extent permitted) practicable, promptly provide Holdings with an opportunity to notify seek a protective order or other measure ensuring confidential treatment of the Parent Borrower prior to such disclosure; Information, (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) 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 be a Lender (Bit being understood that Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) with the consent of Holdings or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis to (A) from a source other than Holdings or any ratings agency in connection with rating Holdings, of its Subsidiaries other than as a result of a breach of a confidentiality agreement or fiduciary duty of which the Borrowers or their Subsidiaries Administrative Agent or the credit facilities provided hereunder applicable 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,L/C Issuer has actual knowledge.

Appears in 1 contract

Samples: Credit Agreement (ACCO BRANDS Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders Credit Parties agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Affiliates, Approved Funds, and to it 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); , (iib) 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 ((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; (iiic) to the extent required by applicable Requirement of Laws or regulations or by any subpoena or similar legal process in which case process, provided that the Administrative Agent, such L/C Issuer Agent or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to agrees that it will notify the Parent Domestic Borrower prior to as soon as practicable in the event of any such disclosuredisclosure by such person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 be an Additional Commitment Lender; or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to any Loan Party and its obligations, (g) with the consent of the Company, (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 Borrowers and Loan Parties received by it from such Lender) or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Credit Party or any of their obligations, (vii) respective Affiliates on a non-confidential basis from a source other than the Loan Parties and which source is not known by such Agent or Lender to (A) be subject to a confidentiality restriction in respect thereof in favor of any ratings agency in connection with rating Holdings, of the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Credit Parties or any similar agency in connection with Affiliate of the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Credit Parties.

Appears in 1 contract

Samples: Credit Agreement (YCC Holdings LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); , (iib) 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) ); provided that unless specifically prohibited by applicable law or court order in which case the Administrative Agentreasonable judgment of such Lender or counsel, L/C Issuer or such Lender, as applicable, Lender shall use its commercially reasonable efforts to notify the Company of any request by any regulatory authority or representative thereof of the National Association of Insurance Commissioners ((xother than any such request in connection with any examination of the financial condition of such Lender by such governmental agency or the National Association of Insurance Commissioners) to the extent legally permissible but (y) not in the case for disclosure 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 non-public information prior to disclosure of such disclosure; information, (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Company or their its respective Subsidiaries or the credit facilities Loans provided hereunder or (Bii) 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 Loans provided hereunder,, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Amphenol Corp /De/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties having a need to know 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); (iib) 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) ), in which case the Administrative Agentsuch Person agrees, L/C Issuer except with respect to any audit or such Lenderexamination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulator authority, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) practicable and not in prohibited by applicable law, to inform 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 disclosurepromptly thereof; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, upon the request or demand of any Governmental Authority, in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law or if requested or required to do so in connection with any litigation or similar proceeding (in which case the Administrative Agentsuch Person agrees, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) practicable and not prohibited by applicable laws, regulations, subpoena or legal process, to notify inform the Parent Borrower prior to such disclosurepromptly thereof); (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement enforceable by the Borrower containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder; (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Facilities or (Bii) 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 Facilities; (h) with the consent of the Borrower; 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 or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided hereunder,to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure -133- 2125320.12125320.11 is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Appears in 1 contract

Samples: Credit Agreement (Fitbit Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties who need to know such Information (it being understood that the Administrative Agent, such Lender or the L/C Issuer, as applicable, will (i) inform any Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) will be responsible for any breach of the terms hereof by any Persons to whom such disclosure is made), (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) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) pursuant to the extent legally permissible but (y) not in the case order of any such requests which are part ofcourt or administrative agency or in any pending legal, judicial or arise out of, normal reporting administrative proceeding 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 compulsory legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) subject to an agreement containing provisions substantially the same as not materially less restrictive than those of this Section 10.07Section, which shall in any event require "click through" or other affirmative actions on the part of the recipient to access such information, to (Ai) 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 an Additional Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty direct or indirect 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or any other confidentiality obligation to the Borrower with respect to such Information or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates from a source other than the Borrower that is not, to the Administrative Agent's knowledge, subject to a confidentiality obligation to the Borrower with respect to such Information or (i) for purposes of establishing a "due diligence" defense.

Appears in 1 contract

Samples: Credit Agreement (Nu Skin Enterprises Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ Affiliate’s 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 confidentialconfidential on substantially the same terms as provided herein or such other terms as reasonably agreed to by the Borrower); , (iib) to the extent required or requested by by, or required to be disclosed to, any regulatory or similar 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) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((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; (iiic) to the extent required by applicable Applicable Laws or regulations or by in any subpoena legal, judicial, administrative or similar legal process in which case the Administrative Agentother compulsory process, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) 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 and, in each case, their respective financing sources, (Bii) 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 Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Credit Facility or (Bii) 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 Credit Facility, (h) with the prior written consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to the extent that such information is independently developed by such Person, (m) to the extent required by an insurance company in connection with providing insurance coverage or providing reimbursement pursuant to this Agreement, or (n) 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 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 Revolving Credit Commitments. 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 thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided hereunder,that, in the case of information received from a Credit Party or any Subsidiary thereof 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 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.

Appears in 1 contract

Samples: Credit Agreement (STAMPS.COM Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the L/C Issuers Issuer and the Lenders agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it 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); (iib) 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 ((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); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) 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, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Borrowers Loan Parties under the Loan Documents; (g) with the consent of the Company; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, the L/C 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 their obligationsLenders 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), (viic) on a confidential basis to and (A) any ratings agency in connection with rating Holdingsf). In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Agreement and public 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 administration and monitoring management of CUSIP numbers this Agreement, the other Loan Documents, the Commitments, and the 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 market identifiers 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 maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such Person has exercised the credit facilities provided hereunder,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 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.

Appears in 1 contract

Samples: Credit Agreement (McKesson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and each L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors managing members or managers, counsel, accountants and other representatives (collectively, “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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, the Administrative Agent, Agent or such Lender or L/C Issuer or such LenderIssuer, as applicable, shall use reasonable efforts ((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 U.S. Borrower prior to such disclosure; disclosure to the extent practicable and legally permitted to do so), (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) 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, (vif) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ax) any assignee of or Participant inin (or their 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), or any prospective assignee of or Participant inin (or their 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) any of its rights or obligations under this Agreement or (By) any actual or prospective counterparty (or its advisorsRepresentatives, 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) to any swap or derivative transaction relating to the Borrowers Parent or Borrower and their respective obligations, (viih) with the consent of the U.S. Borrower 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, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than thea Borrower. For purposes of this Section, “Information” means all information received from theany Borrower or any of itstheir Subsidiaries relating to (A) theany Borrower or any ratings agency in connection with rating Holdings, the Borrowers or their of its Subsidiaries or any of their respective businesses, other than any such information that is available to the credit facilities provided hereunder Administrative Agent, any Lender or (B) the CUSIP Service Bureau L/C Issuer on a nonconfidential basis prior to disclosure by thesuch Borrower or any similar agency of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 1 contract

Samples: Credit Agreement (Jazz Pharmaceuticals PLC)

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