Common use of Treatment of Confidential Information Clause in Contracts

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the Administrative Agent and the Lenders agrees other Party that is confidential or proprietary (“Confidential Information”) not to, disclose to maintain the confidentiality any other Person or use, except for purposes of this Agreement, any Confidential Information of the Information (as defined below)other Party; provided, except however, that the Confidential Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom used by such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) Party to the extent required or requested by any regulatory authority purporting to have jurisdiction over that such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to Confidential Information has been (i) any assignee in the public domain through no fault of or Participant in, such Party or any prospective assignee member of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or any Lender Group or any of their respective Affiliates Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a nonconfidential need-to-know basis from a source in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other than submission required to be made to any Governmental Authority having jurisdiction over the Borrower. For purposes of this Sectiondisclosing Party; or (iii) in order to comply with applicable Law, “Information” means all information received from a Loan Party or in response to any Subsidiary relating summons, subpoena or other legal process or formal or informal investigative demand issued to the Loan Parties disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Subsidiary or any Confidential Information of their respective businessesthe other Party, such disclosing Party shall provide the other than any Party with prompt prior written notice of such information that is available requirement, and, to the Administrative Agent extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or any Lender on a nonconfidential basis prior similar remedy to disclosure by cause such Loan Party or any SubsidiaryConfidential Information not to be disclosed, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereofincluding interposing all available objections thereto, such information as objections based on settlement privilege. In the event that such protective order or other similar remedy is clearly identified not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (b) Each Party shall, and shall cause its Representatives to, protect the time Confidential Information 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 other Party by using the same degree of care to maintain prevent the confidentiality unauthorized disclosure of such Information as such Person would accord the Party uses to protect its own confidential informationinformation of a like nature, but in any event no less than a reasonable degree of care. (c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement. (d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.

Treatment of Confidential Information. Each of the Administrative Agent and Agent, the Lenders and a L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or Agent, any Lender Lender, a L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or a L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each (a) The Parties shall not, and shall cause all other persons providing Services or having access to information of the Administrative Agent and the Lenders agrees other Party that is confidential or proprietary (“Confidential Information”) not to, disclose to maintain the confidentiality any other person or use, except for purposes of this Agreement, any Confidential Information of the Information (as defined below)other Party; provided, except however, that the Confidential Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom used by such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) Party to the extent required or requested by any regulatory authority purporting to have jurisdiction over that such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to Confidential Information has been (i) any assignee in the public domain through no fault of or Participant in, such Party or any prospective assignee member of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or any Lender Group or any of their respective Affiliates Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a nonconfidential need-to-know basis from a source in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other than submission required to be made to any Governmental Authority having jurisdiction over the Borrower. For purposes of this Sectiondisclosing Party; or (iii) in order to comply with applicable Law, “Information” means all information received from a Loan Party or in response to any Subsidiary relating summons, subpoena or other legal process or formal or informal investigative demand issued to the Loan Parties disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Subsidiary or any Confidential Information of their respective businessesthe other Party, such disclosing Party shall provide the other than any Party with prompt prior written notice of such information that is available requirement, and, to the Administrative Agent extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or any Lender on a nonconfidential basis prior similar remedy to disclosure by cause such Loan Party or any SubsidiaryConfidential Information not to be disclosed, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereofincluding interposing all available objections thereto, such information as objections based on settlement privilege. In the event that such protective order or other similar remedy is clearly identified not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (b) Each Party shall, and shall cause its Representatives to, protect the time Confidential Information 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 other Party by using the same degree of care to maintain prevent the confidentiality unauthorized disclosure of such Information as such Person would accord the Party uses to protect its own confidential informationinformation of a like nature, but in any event no less than a reasonable degree of care. (c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement. (d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders Party agrees to maintain the confidentiality keep confidential, and not disclose to any Person (other than for purposes of the Information (as defined belowfiling such Party’s Tax Returns, to enable such Party to comply with Applicable Law or for other routine matters required by Applicable Law), except any business, financial or marketing information, or other confidential or proprietary information of any other Party or any Affiliate thereof that Information may be disclosed is received by it in connection with this Agreement or the transactions contemplated hereby (acollectively, the “Confidential Information”) (other than disclosure to its such Party’s Affiliates or such Party’s or any Affiliate’s employees, agents, advisors, or representatives, in each case, responsible for matters relating to the Contributed Business or relating or incidental to the purposes of this Agreement or the Transaction Documents and matters relating to such Party’s compliance with Applicable Law (such Affiliates and each such Person being hereinafter referred to as an “Authorized Representative”)); provided, that such Party and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) Authorized Representatives may make disclosures to the extent that: (i) the Confidential Information being disclosed is publicly known at the time of disclosure by such Party or Authorized Representative; (ii) the Confidential Information otherwise is known to such Party other than through disclosure by either Party or by a third party in breach of a duty of confidentiality; (iii) such Confidential Information is required to be included in one or requested more regulatory reports or filings or is otherwise required to be disclosed under Applicable Law, including reports, filings or disclosures required by any regulatory authority purporting to have jurisdiction over Governmental Entity; (iv) such Person Confidential Information was developed by such Party or its Related Parties Authorized Representative independent of any Confidential Information of either Company or the other Party; or (including any self-regulatory authority, v) such as the National Association of Insurance Commissioners), (c) Confidential Information is in relation to the extent required by applicable Laws existence and terms of this Agreement and any Transaction Document and the Party considers it necessary or regulations or by any subpoena or similar legal process, desirable to disclose such Confidential Information to the Governmental Entity; (dvi) such Confidential Information relates to any other party hereto, (e) the tax treatment and tax structure of the transaction 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 Transaction Document or the enforcement any materials of rights hereunder or thereunder, any kind (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative including opinions or other transaction under which payments are tax analysis) and is provided to be made by reference such other Person in relation to a Loan Party such tax treatment and its obligations, this Agreement or payments hereunder, tax structure.; or (gvii) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided thatdisclosure, in the case opinion of information received from a Loan legal counsel of such Party or any Subsidiary after the date hereofAuthorized Representative, 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 informationby Applicable Law.

Treatment of Confidential Information. Each of the The Administrative Agent Agent, each Lender and the Lenders each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates the Administrative Agent’s, such Lender’s and to its such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information Information; provided, that, the Administrative Agent, such Lender or such L/C Issuer shall be responsible for its respective auditors’ and instructed Related Parties’ compliance with this Section 11.07 and, to keep such Information confidentialthe extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07), (bii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent, such Lender, such L/C Issuer or any of their respective Related Parties (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conducted by bank accountants or any regulatory authority purporting to have jurisdiction over such Person exercising supervisory, examination or its Related Parties (including any self-regulatory regulation authority, such as the National Association of Insurance Commissioners), (ciii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) 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, (hviii) with the consent of the Borrower or Borrower, (iix) to the extent such Information (xA) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent, any Lender or any L/C Issuer or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information third party that is available not to the Administrative Agent Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower, (x) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender, or any Lender on a nonconfidential basis prior to disclosure by such Loan Party or L/C Issuer without utilizing any Subsidiary, provided that, in the case of information Information received from a the Borrower or violating the terms of this Section 11.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to 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 Party or any Subsidiary after Documents, and the date hereofCommitments; provided, that, such information is clearly identified at limited to the time existence of delivery as confidential. Any Person required the Agreement and information of a type routinely provided to maintain such persons, including information regarding 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 closing date, size, type, purpose of, and parties to, the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationAgreement.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, its auditors and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Parent or its Subsidiaries or the credit facilities provided hereunder hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (iiiii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower Representative 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 or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerBorrowers. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, unless such information is clearly identified at the time of delivery as confidential. marked “PUBLIC.” 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. 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or Agent, any Lender Lender, the L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. (a) Each Party shall not, and shall cause other Persons under its Control (including Affiliates and Representatives) that are providing or receiving Services or access to Facilities or that otherwise have access to information of the Administrative Agent other Party that is confidential or proprietary, including Personally Identifiable Information and Work Product (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the Lenders agrees other Party that after the Closing is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party to Providers and Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) have agreed to maintain the confidentiality of such information consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its 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), other Party (bother than Personally Identifiable Information) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to if (i) any assignee of such Confidential Information is or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect becomes generally available to the credit facilities provided hereunder, public other than (hA) with in the consent case of the Borrower or (i) to the extent such Information (x) becomes publicly available other than Acquiror, as a result of a breach of this Section disclosure by the Parent or (y) becomes available to the Administrative Agent its Affiliates or any Lender of their respective Representatives and (B) in the case of the Parent, as a result of disclosure by the Acquiror, any Acquiror Entity (after the Closing Date) 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businessesRepresentatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) is required by professional standard, applicable Law, Governmental Order, regulation, legal process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or such Governmental Authority to be disclosed, after prior notice in accordance with Section 7.03(b) has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to you to be subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information or (iv) any such Confidential Information is independently developed after the Closing without reference information that is to be kept confidential under this Article VII; and provided, further, that all matters with respect to Taxes shall be governed by Sections 8.04 and 6.05 of the Purchase Agreement. (b) Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that the Parent and its Affiliates and their respective Representatives may, without notifying Acquiror or any other person, share any information relating to or obtained from the Acquiror and its Affiliates (including the Acquiror Entities) with (i) the Federal Reserve Bank of New York and its Representatives, subject to the terms and conditions of the Nondisclosure Agreement dated September 25, 2008 between the Federal Reserve Bank of New York and the Parent (the “FRBNY NDA”), (ii) the U.S. Department of the Treasury and its Representatives and (iii) the Board of Governors of the Federal Reserve System and its Representatives ((i), (ii) and (iii) collectively, the “Government Recipients”), in each case as the Parent xxxxx xxx be reasonably necessary or advisable in its good faith judgment; provided, that, the Parent shall, to the extent permitted under applicable law, request confidential treatment of any of information (the “Acquiror Confidential Information”) relating to or obtained from the Acquiror and its Affiliates (including the Acquiror Entities) which is Confidential Information and the Parent shall exercise its reasonable best efforts to enforce the FRBNY NDA with respect to any Acquiror Confidential Information that the Parent may disclose to the Federal Reserve Bank of New York; provided, further, that this provision shall not apply to any information regarding Taxes or any matter relating to Taxes, other than any such information that is available with respect to the Administrative Agent tax treatment or tax structure of the transactions contemplated by this Agreement. The Parent shall promptly notify Acquiror in the event the Parent learns that any Lender on a nonconfidential basis prior Government Recipient has been requested or required to disclosure by such Loan Party disclose any Acquiror Confidential Information or has taken any Subsidiary, provided action that, in if taken by the case Parent, would be deemed a breach of information received from a Loan Party 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 7.01. (i) Each Party shall, and shall be considered cause its Affiliates to, (A) comply with any applicable Laws (including Privacy Laws), its respective internal policies and any commitments in writing in its respective privacy policies, agreements with or notices to have complied its applicable past, present or prospective customers, claimants, beneficiaries, employees or agents, or with respect to privacy or data security relative to Personally Identifiable Information (including with respect to its obligation applicable past, present or prospective customers, claimants, beneficiaries, employees or agents), including its use and transfer; (B) when acting as a Data Processor, only process Personally Identifiable Information in accordance with the instructions of the other Party and the applicable Recipient acting as Controller; (C) take appropriate technical and organizational measures to do so if such Person has exercised protect Personally Identifiable Information against accidental or unlawful destruction or accidental loss, alteration or Processing; and (D) implement and maintain adequate administrative, technical and physical safeguards and measures in conformity with commercial standards, including a written information security program to protect the same degree of care to maintain the security and confidentiality of such Personally Identifiable Information in compliance with all applicable Privacy Laws and other applicable Laws. (ii) The Parties shall cooperate to obtain all such consents, registrations and notifications as may be required to enable the applicable Providers to Process the Personally Identifiable Information to the extent necessary to provide the Services or access to Facilities hereunder. (iii) Upon or at any time after the termination of a Service or access to a Facility or upon the written request of a Recipient that has provided Personally Identifiable Information to a Provider, such Person would accord Provider shall return to its such Recipient any Personally Identifiable Information in the Provider’s possession in connection with the provision of the terminated Service or access to a Facility as requested by Recipient, except to the extent that the Provider is required to retain such Personally Identifiable Information in accordance with applicable Laws (including Privacy Laws) or Provider’s own confidential informationdata retention policies.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to Each Party shall not, and shall cause other Persons under its control (including Affiliates and Representatives) that are providing or receiving the Services or access to its Related Parties (it being understood the Facilities or that the Persons otherwise have access to whom such disclosure is made will be informed information of the other Party that is confidential nature of such or proprietary, including Personally Identifiable Information and instructed to keep such Information confidentialWork Product (“Confidential Information”), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authoritynot to, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) disclose to any other party heretoPerson or use, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those except for purposes of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant inAgreement, any Confidential Information of its rights the other Party that after the Effective Date (other than such Confidential Information that is generated between the Effective Date and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under the Disaffiliation Date which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect is known to the credit facilities other Party because of their status as Affiliates and which relates to such status) is provided hereunder, (h) with the consent of the Borrower or (i) that becomes known or available pursuant to the extent such Information (x) becomes publicly available other than or as a result of a breach the carrying out of the provisions of this Section or Agreement; provided, however, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party to the Providers and the Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) becomes available to the Administrative Agent or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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 agreed to maintain the confidentiality of such information consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party (other than Personally Identifiable Information) if (i) any such Confidential Information is or becomes generally available to the public other than (A) in the case of the Company, as a result of disclosure by MSS or the other Parent Group Members or any of their respective Representatives and (B) in the case of MSS, as a result of disclosure by the Company, any other Company Group Member (after the Effective Date) or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Entity) is required by applicable Law, Governmental Order, professional standard of an organization to which the Person is a member (such as FINRA), legal process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or such Governmental Entity to be disclosed, after prior notice in accordance with Section 7.03(b) has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to you to be subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information, (iv) any such Confidential Information is independently developed after the Effective Date without reference information that is to be kept confidential under this Article VII or (v) the other Party has provided prior written consent that the disclosing Party may disclose such Confidential Information. (b) Notwithstanding anything to the contrary contained herein, regardless of whether the Company is still an Affiliate of the Parent, the Parties acknowledge and agree that the Parent Group and their respective Representatives may, without notifying the Company or any other Person, share any information relating to or obtained from the Company Group (or any Affiliates of the Company Group) with (1) the Federal Reserve Bank of New York and its Representatives, (2) the Board of Governors of the Federal Reserve System and its Representatives, (3) the Federal Deposit Insurance Corporation and its Representatives and (4) the Financial Stability Oversight Council and its Representatives, (5) the Internal Revenue Service or any other US taxing authority ((1), (2), (3), (4) and (5) collectively, the “Government Recipients”), in each case as MSS or the other Parent Group Members deem may be reasonably necessary or advisable in its good faith judgment; provided that MSS shall, to the extent permitted under applicable law, request or cause to be requested confidential treatment of any of information (the “Company Confidential Information”) relating to or obtained from the Company Group (or any Affiliates of the Company Group) which is Confidential Information. Subject to applicable Law, MSS shall promptly notify the Company in the event MSS learns that any Government Recipient has been requested or required to disclose any Company Confidential Information or has taken any action that, if taken by MSS or the other Parent Group Members, would accord be deemed a breach of this Section 7.01. (i) Each Party shall, and shall cause its Affiliates to, (A) comply with any applicable Laws, its respective internal policies and any commitments in writing in its respective privacy policies, agreements with or notices to its applicable past, present or prospective customers, claimants, beneficiaries, employees or agents, or with respect to privacy or data security relative to Personally Identifiable Information (including with respect to its applicable past, present or prospective customers, claimants, beneficiaries, employees or agents), including its use and transfer; (B) take appropriate technical and organizational measures to protect Personally Identifiable Information against accidental or unlawful destruction or accidental loss, alteration or processing; and (C) implement and maintain adequate administrative, technical and physical safeguards and measures in conformity with commercial standards, including a written information security program to protect the security and confidentiality of such Personally Identifiable Information in compliance with all applicable Privacy Laws and other applicable Laws. (ii) The Parties shall cooperate to obtain all such consents, registrations and notifications as may be required to enable the applicable Providers to Process the Personally Identifiable Information to the extent necessary to provide the Services or access to Facilities hereunder. (iii) Upon or at any time after the termination of a Service or access to a Facility or upon the written request of a Recipient that has provided Personally Identifiable Information to a Provider, the Provider shall return to such Recipient any Personally Identifiable Information in such Provider’s possession in connection with the provision of the terminated Service or access to a Facility as requested by such Recipient, except to the extent that such Provider is required to retain such Personally Identifiable Information in accordance with applicable Laws or such Provider’s own confidential informationdata retention policies. (c) To the extent that a Provider receives, creates, has access to, uses or maintains Protected Health Information of a Recipient regarding individuals who are applicants for, owners of, or eligible for benefits under certain health insurance products and optional riders offered by or through a Recipient or its Affiliates in accordance with requirements of HIPAA and related regulations, as may be amended from time to time, such Provider agrees to the following requirements: (i) Provider shall not use or disclose PHI except (i) to perform functions, activities, or Services for, or on behalf of, such Recipient as specified in this Agreement and consistent with applicable Law, or (ii) for proper management or administration of Provider or its Affiliates, to the extent that such use or disclosure is permitted or required by applicable Law. (ii) Provider shall use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by this Agreement, and to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that Provider creates, receives, maintains, or transmits on such Recipient’s behalf. Provider shall comply with all applicable privacy and security provisions of 45 C.F.R. part 164. (iii) Provider shall promptly report to such Recipient any use or disclosure of, or any security incident relating to PHI not permitted by this Agreement of which Provider becomes aware and, to the extent caused by Provider’s breach, cure the breach and end the violation. (iv) Provider shall ensure that any vendor who may receive or have access to such Recipient’s PHI agrees to the same restrictions and conditions that apply to Provider with respect to PHI hereunder and agrees to implement reasonable and appropriate safeguards to protect it. (v) Provider shall promptly, upon such Recipient’s request, provide such Recipient with any PHI or information relating to PHI, as is necessary to provide individuals with access to, amendment of, and an accounting of disclosures of their PHI. (vi) Provider shall make internal practices, books, and records (including policies and procedures) about the use and disclosure of such Recipient’s PHI available to the Secretary of the Department of Health and Human Services, in a time and manner mutually agreed to or designated by the Secretary of the Department of Health and Human Services, to determine such Recipient’s compliance with the HIPAA Privacy Rule (located at 45 C.F.R. Part 160 and Subparts A and E of Part 164). (vii) Upon termination of this Agreement, at such Recipient’s direction, Provider will either return or destroy all of such Recipient’s PHI that Provider maintains in any form and retain no copies. If such return or destruction is not feasible, Provider shall extend the confidentiality protections of this Agreement to the PHI beyond such termination, in which case any further use or disclosure of the PHI will be solely for the purposes that make return or destruction infeasible. Destruction without retention of copies is deemed “infeasible” if prohibited by applicable Law or if not practicably removed from backup media.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) Each Party agrees that, other than as contemplated by this Agreement or any Administrative Services Agreement, and to the extent permitted or required to implement the transactions contemplated by this Agreement or thereby, it and its Affiliates and Representatives will keep confidential and will not use or disclose the other Party’s Confidential Information or the terms and conditions of this Agreement, including the Exhibits, Schedules and Appendices hereto. (b) Each Party shall be permitted to disclose this Agreement and any Confidential Information of the other Party to such receiving Party’s Affiliates and its Related Parties (it being understood Representatives that need to know such information for the purposes below; provided , that the Persons to whom receiving Party advises such disclosure is made will be informed parties of the confidential nature of such the Confidential Information and instructed their obligation to keep such Information confidential), (b) to maintain its confidentiality in accordance with the extent required or requested terms hereof. The receiving Party shall be responsible for any breach of this provision by any regulatory authority purporting to have jurisdiction over such Person of its Representatives or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), Affiliates. (c) Confidential Information provided by one Party to the extent required other Party or such Party’s Representatives or Affiliates and any reports derived therefrom may only be used by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding receiving Party and its Representatives and Affiliates only for purposes relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its such receiving Party’s rights and obligations under this Agreement or (ii) any actual Administrative Services Agreement to which it is a party, or prospective party (for the receiving Party’s own internal administration and risk management. The receiving Party may use knowledge gleaned from the Confidential Information provided to it by the disclosing Party in the conduct of the receiving Party’s normal business, provided that no such material shall be used by the receiving Party or its Related PartiesRepresentatives or Affiliates to compete with the disclosing Party or any of the disclosing Party’s Affiliates. (d) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Nothing herein shall prohibit the receiving Party and its obligations, from disclosing this Agreement or payments hereunder, (g) on a confidential basis to and any Confidential Information of the disclosing Party provided in connection herewith (i) any rating agency if legally compelled to do so or as required in connection with rating the Borrower an examination by an insurance regulatory authority or its Subsidiaries otherwise by Governmental Authorities or the credit facilities provided hereunder or Applicable Law; (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent necessary for the performance of such Information receiving Party’s obligations hereunder or under any Administrative Services Agreement to which it is a party; (xiii) becomes publicly available other than to enforce the rights of the receiving Party or its Affiliates under this Agreement or any Administrative Services Agreement; (iv) as required by a result Tax Authority to support a position taken on any Tax Return; or (v) as required by the rules of any stock exchange on which the stock of a breach receiving Party’s Affiliate is traded, as applicable. Upon any such permissible disclosures, a receiving Party must also assert the confidential nature of this Section or (y) becomes available the Confidential Information to the Administrative Agent any third party recipient and obtain appropriate assurance of continued confidential treatment where practicable. If a receiving Party or any Lender of its Affiliates, or any of their respective Affiliates on a nonconfidential basis from a source Representatives, becomes legally compelled to disclose any Confidential Information (other than as required in connection with any insurance regulatory examination or as required to a Tax Authority to support a position on any Tax Return), the Borrowerreceiving Party shall notify the disclosing Party immediately and afford it an opportunity, to the full extent possible and at the disclosing Party’s own expense, to make any objections or challenges to the disclosure sought as the disclosing Party may deem appropriate. For purposes of this SectionIf the disclosing Party objects to or challenges disclosure, “Information” means all information received from a Loan the receiving Party will take reasonable measures to cooperate with the disclosing Party, at the disclosing Party’s own expense, in its efforts to resist such disclosure. If no remedy is obtained or the disclosing Party otherwise waives its compliance herewith, the receiving Party or any Subsidiary relating its Affiliates, as applicable, shall furnish only that portion of Confidential Information that it is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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 informationConfidential Information.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to Each Party shall not, and shall cause other Persons under its control (including Affiliates and Representatives) that are providing or receiving the Services or that otherwise have access to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed information of the other Party that is confidential nature of such or proprietary, including Personal Information and instructed to keep such Information confidentialWork Product (“Confidential Information”), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authoritynot to, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) disclose to any other party heretoPerson or use, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those except for purposes of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant inAgreement, any Confidential Information of its rights the other Party that after the date hereof (other than such Confidential Information that is generated between the date hereof and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under the Disaffiliation Date which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect is known to the credit facilities other Party because of their status as Affiliates and which relates to such status) is provided hereunder, (h) with the consent of the Borrower or (i) that becomes known or available pursuant to the extent such Information (x) becomes publicly available other than or as a result of a breach the carrying out of the provisions of this Section or Agreement; provided, however, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party to the Providers and the Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) becomes available to the Administrative Agent or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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 agreed to maintain the confidentiality of such information consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party (other than Personal Information) if (i) any such Confidential Information is or becomes generally available to the public other than (A) in the case of the Company, as a result of disclosure by AIG or the other AIG Group Members or any of their respective Representatives and (B) in the case of AIG, as a result of disclosure by the Company, any other Company Group Member or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Entity) is required by applicable Law, Governmental Order, professional standard of an organization to which the Person is a member, legal process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or such Governmental Entity to be disclosed, after prior notice in accordance with Section 7.02 has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to such Party to be subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information, (iv) any such Confidential Information is independently developed after the date hereof without reference to information that is to be kept confidential under this Article VII or (v) the other Party has provided prior written consent that the disclosing Party may disclose such Confidential Information. (b) Notwithstanding anything to the contrary contained herein, regardless of whether the Company is still an Affiliate of AIG, the Parties acknowledge and agree that the AIG Group and their Representatives may, without notifying the Company or any other Person, share any information relating to or obtained from the Company Group (or any Affiliates of the Company Group) with (i) the Federal Reserve Bank of New York and its Representatives, (ii) the Board of Governors of the Federal Reserve System and its Representatives, (iii) the Federal Deposit Insurance Corporation and its Representatives, (iv) the Financial Stability Oversight Council and its Representatives, (v) the Internal Revenue Service or any other taxing authority, and (vi) any insurance regulatory authority ((i), (ii), (iii), (iv), (v) and (vi) collectively, the “Government Recipients”), in each case as AIG or the other AIG Group Members deem may be reasonably necessary or advisable in its good faith judgment; provided that AIG shall, to the extent permitted under applicable law, request or cause to be requested confidential treatment of any of information (the “Company Confidential Information”) relating to or obtained from the Company Group (or any Affiliates of the Company Group) which is Confidential Information. Subject to applicable Law, AIG shall promptly notify the Company in the event AIG learns that any Government Recipient has been requested or required to disclose any Company Confidential Information or has taken any action that, if taken by AIG or the other AIG Group Members, would accord to its own confidential informationbe deemed a breach of this Section 7.01.

Treatment of Confidential Information. Each (a) The Parties shall not, and shall cause all other persons providing Services or having access to information of the Administrative Agent and other Party that is known to such Party as confidential or proprietary (the Lenders agrees “Confidential Information”) not to, disclose to maintain the confidentiality any other person or use, except for purposes of this Agreement, any Confidential Information of the Information (as defined below)other Party; provided, except however, that the Confidential Information may be disclosed used by such Party to the extent that such Confidential Information has been (ai) in the public domain through no fault of such Party or any of its representatives or (ii) later lawfully acquired from other sources by such Party, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable law: (A) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any selfrepresentatives on a need-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) to-know basis in connection with the exercise performance of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and such Party’s obligations under this Agreement or (iiprovided that such representatives are bound by obligations of confidentiality and non-use consistent with the obligations in this Agreement); (B) in any actual or prospective party (or its Related Parties) to any swapreport, derivative statement, testimony or other transaction under which payments are submission required to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating governmental authority having jurisdiction over the Borrower or its Subsidiaries or the credit facilities provided hereunder disclosing Party; or (iiC) the CUSIP Service Bureau in order to comply with applicable law, or in response to any similar agency in connection with the issuance and monitoring of CUSIP numbers summons, subpoena or other market identifiers with respect legal process or formal or informal investigative demand issued to the credit facilities provided hereunderdisclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (hbased on advice of counsel) with the consent by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the Borrower or (i) other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information (x) becomes publicly not to be disclosed, including interposing all available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereofobjections thereto, such information as objections based on settlement privilege. In the event that such protective order or other similar remedy is clearly identified not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (b) Each Party shall, and shall cause its representatives to, protect the time Confidential Information 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 other Party by using the same degree of care to maintain prevent the confidentiality unauthorized disclosure of such Information as such Person would accord the Party uses to protect its own confidential informationinformation of a like nature, but in any event no less than a reasonable degree of care. (c) Each Party shall be liable for any failure by its respective representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement. (d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection laws that are or that may in the future be applicable to the provision of Services under this Agreement.

Treatment of Confidential Information. Each (a) The Ceding Company and the Reinsurer (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Closing Date, the Receiving Party and its Affiliates will not disclose, give, sell, use or divulge any Confidential Information of the Administrative Agent and other party (the Lenders agrees “Disclosing Party”) for any purpose or permit their respective Representatives to maintain do the confidentiality of the Information (as defined below)same, except that each Receiving Party may disclose such Confidential Information may be disclosed or portions thereof (a) if legally compelled to its Affiliates and to its 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)do so, (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over necessary for the performance of such Person or its Related Parties (including any self-regulatory authorityReceiving Party’s obligations under this Agreement, such as the National Association of Insurance Commissioners)Master Transaction Agreement, the Phase 1 Ancillary Agreements and the Phase 2 Ancillary Agreements, (c) to the extent required by applicable Laws necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements or regulations or by any subpoena or similar legal processthe Phase 2 Ancillary Agreements, (d) to any other party heretothose of such Receiving Party’s Affiliates and their respective Representatives, and in the case of the Reinsurer, Kohlberg Kravis Xxxxxxx & Co. L.P. and its Affiliates, in each case who need to know such information for the foregoing purposes, (e) in connection with the exercise of any remedies hereunder or as required under any other Loan Document Applicable Law or by any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunderGovernmental Authority, (f) subject to an agreement containing provisions substantially as might be necessary for Tax or financial reporting purposes or during the same as those course of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunderexternal audits, (g) on a confidential basis to (i) any rating agency its retrocessionaires in connection with rating its retrocession of all or a portion of the Borrower or its Subsidiaries or the credit facilities provided risks ceded hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection compliance with the issuance and monitoring terms of CUSIP numbers this Agreement, or other market identifiers with respect to the credit facilities provided hereunder, (h) with to which the consent Disclosing Party gives its prior written consent; provided that in the case of clauses (d) and (g) that the Receiving Party may only disclose such Confidential Information to Persons who are bound by confidentiality obligations in respect of such Confidential Information that are at least as stringent as the confidentiality obligations of the Borrower Receiving Party. If the Receiving Party 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 or any Lender its Affiliates, or any of their respective Representatives receives a subpoena, regulatory request or court order in respect of such disclosure, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.10. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.10, the Receiving Party or its Affiliates or their respective Representatives, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded Confidential Information. (b) The Receiving Party, on behalf of itself, its Affiliates and their respective Representatives acknowledges that a nonconfidential basis from a source other than breach of its obligations under this Section 16.10 may result in irreparable injury to the BorrowerDisclosing Party. For purposes In the event of the breach by the Receiving Party, its Affiliates or their respective Representatives of any of the terms and conditions of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the Administrative Agent Lenders and the Lenders Agents agrees to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed disclosed: (a) to its Affiliates officers, directors, employees and representatives and only on a "need to its Related Parties know" basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), it; (c) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (fe) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights and or obligations under this Agreement or (ii) any actual or prospective party counterparty (or its Related Partiesadvisors) to any swap, swap or derivative or other transaction under which payments are relating to be made by reference to a Loan Party the any Borrower and its obligations, this Agreement or payments hereunder, ; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (hf) with the prior written consent of the Borrower or Lead Borrower; or (ig) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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 informationBorrowers.

Treatment of Confidential Information. Each (a) The Parties shall not, and shall cause all other persons providing Services or having access to information of the Administrative Agent and the Lenders agrees other Party that is confidential or proprietary (“Confidential Information”) not to, disclose to maintain the confidentiality any other person or use, except for purposes of this Agreement, any Confidential Information of the Information (as defined below)other Party; provided, except however, that the Confidential Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom used by such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) Party to the extent required or requested by any regulatory authority purporting to have jurisdiction over that such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to Confidential Information has been (i) any assignee in the public domain through no fault of or Participant in, such Party or any prospective assignee member of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or any Lender Group or any of their respective Affiliates Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a nonconfidential need-to-know basis from a source in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other than submission required to be made to any Governmental Authority having jurisdiction over the Borrower. For purposes of this Sectiondisclosing Party; or (iii) in order to comply with applicable Law, “Information” means all information received from a Loan Party or in response to any Subsidiary relating summons, subpoena or other legal process or formal or informal investigative demand issued to the Loan Parties disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Subsidiary or any Confidential Information of their respective businessesthe other Party, such disclosing Party shall provide the other than any Party with prompt prior written notice of such information that is available requirement, and, to the Administrative Agent extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or any Lender on a nonconfidential basis prior similar remedy to disclosure by cause such Loan Party or any SubsidiaryConfidential Information not to be disclosed, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereofincluding interposing all available objections thereto, such information as objections based on settlement privilege. In the event that such protective order or other similar remedy is clearly identified not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (b) Each Party shall, and shall cause its Representatives to, protect the time Confidential Information 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 other Party by using the same degree of care to maintain prevent the confidentiality unauthorized disclosure of such Information as such Person would accord the Party uses to protect its own confidential informationinformation of a like nature, but in any event no less than a reasonable degree of care.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates each of the Administrative Agent, the Lenders and the L/C Issuers’ respective Affiliates, employees, legal counsel, independent auditors and other experts or agents who need to its Related Parties (it being understood that know such information solely in connection with the Persons to whom such disclosure is made will be Convergys Acquisition, the transactions contemplated thereby or this Agreement and are informed of the confidential nature of such Information Information; provided that the Administrative Agent, such Lender or such L/C Issuer shall be responsible for its respective employees’, legal counsel, independent auditors’ and instructed other experts’ or agents’ compliance with this Section 11.07 and, to keep such Information confidential)the extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07, (b) upon the request or demand of any regulatory authority having jurisdiction over any of the Administrative Agent, the Lenders or L/C Issuers or any of their respective Affiliates, (in which case the Administrative Agent, the Lenders and the L/C Issuers, as applicable, agree to inform you promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conduct by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissionersbank accountants), ) (c) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, the Lenders and the L/C Issuers, as applicable, agree to inform you promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or Borrower, (i) to the extent such Information (xi) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent, any Lender or any L/C issuer or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than third party that is not to the Administrative Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower, (j) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this Agreement, the Convergys Acquisition or the transactions contemplated thereby or the enforcement of rights hereunder or (k) to the extent that such information is independently developed by Administrative Agent, any Lender or any L/C Issuer that is not subject to confidentiality obligations owing to the Borrower or any of its Affiliates or Related Parties. For purposes of this Section, “Information” means all information received from a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent Agent, any Lender or any Lender L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.01(b) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Parent or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower Representative 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 or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerBorrowers. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, unless such information is clearly identified at the time of delivery as confidential. marked “PUBLIC.” 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.

Treatment of Confidential Information. (a) Each Party shall, and shall cause other Persons under its Control (including Affiliates and Representatives) that are providing or receiving Services or access to Facilities or that otherwise have access to information of the Administrative Agent other Party that is confidential or proprietary, including Personally Identifiable Information and Work Product (“Confidential Information”) to, maintain in confidence and not use, exploit or disclose to any other Person, except for purposes of this Agreement, any Confidential Information of the Lenders agrees other Party that after the Closing is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party to Providers and Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) have agreed to maintain the confidentiality of such information consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its 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), other Party (bother than Personally Identifiable Information) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to if (i) any assignee of such Confidential Information is or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect becomes generally available to the credit facilities provided hereunder, public other than (hA) with in the consent case of the Borrower or (i) to the extent such Information (x) becomes publicly available other than Acquiror, as a result of a breach of this Section disclosure by the Parent or (y) becomes available to the Administrative Agent its Affiliates or any Lender of their respective Representatives and (B) in the case of the Parent, as a result of disclosure by the Acquiror, any Acquiror Entity (after the Closing Date) 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businessesRepresentatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) is required by professional standard, applicable Law, Governmental Order, regulation, legal process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or such Governmental Authority to be disclosed, after prior notice in accordance with Section 7.03(b) has been given to the other Party to the extent such notice is permitted by applicable Law, provided, that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to be subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information or (iv) any such Confidential Information is independently developed after the Closing without reference information that is to be kept confidential under this Article VII. (b) Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that the Parent and its Affiliates and their respective Representatives may, without notifying Acquiror or any other person, share any information relating to or obtained from the Acquiror and its Affiliates (including the Acquiror Entities) with (i) the Federal Reserve Bank of New York and its Representatives, subject to the terms and conditions of the Nondisclosure Agreement dated September 25, 2008 between the Federal Reserve Bank of New York and the Parent (the “FRBNY NDA”), (ii) the U.S. Department of the Treasury and its Representatives and (iii) the Board of Governors of the Federal Reserve System and its Representatives ((i), (ii) and (iii) collectively, the “Government Recipients”), in each case as the Parent xxxxx xxx be reasonably necessary or advisable in its good faith judgment; provided, that the Parent shall, to the extent permitted under applicable law, request confidential treatment of any of information (the “Acquiror Confidential Information”) relating to or obtained from the Acquiror and its Affiliates (including the Acquiror Entities) which is Confidential Information and the Parent shall exercise its reasonable best efforts to enforce the FRBNY NDA with respect to any Acquiror Confidential Information that the Parent may disclose to the Federal Reserve Bank of New York; provided, further, that this provision shall not apply to any information regarding Taxes or any matter relating to Taxes, other than any such information that is available with respect to the Administrative Agent tax treatment or tax structure of the transactions contemplated by this Agreement. The Parent shall promptly notify Acquiror in the event the Parent learns that any Lender on a nonconfidential basis prior Government Recipient has been requested or required to disclosure by such Loan Party disclose any Acquiror Confidential Information or has taken any Subsidiary, provided action that, in if taken by the case Parent, would be deemed a breach of information received from a Loan Party 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 7.01. (i) Each Party shall, and shall be considered cause its Affiliates to, (A) comply with any applicable Laws (including Privacy Laws), its respective internal policies and any commitments in writing in its respective privacy policies, agreements with or notices to have complied its applicable past, present or prospective customers, claimants, beneficiaries, employees or agents, or with respect to privacy or data security relative to Personally Identifiable Information (including with respect to its obligation applicable past, present or prospective customers, claimants, beneficiaries, employees or agents), including its use and transfer; (B) when acting as a Data Processor, only process Personally Identifiable Information in accordance with the instructions of the other Party and the applicable Recipient acting as Controller; (C) take appropriate technical and organizational measures to do so if such Person has exercised protect Personally Identifiable Information against accidental or unlawful destruction or accidental loss, alteration or Processing; and (D) implement and maintain adequate administrative, technical and physical safeguards and measures in conformity with commercial standards, including a written information security program to protect the same degree of care to maintain the security and confidentiality of such Personally Identifiable Information in compliance with all applicable Privacy Laws and other applicable Laws. At Acquiror’s request, the Parent shall, or shall cause the Provider to, certify in writing to Acquiror its compliance with the terms of this Section 7.01(b)(i). (ii) The Parties shall cooperate to obtain all such consents, registrations and notifications as may be required to enable the applicable Providers to Process the Personally Identifiable Information to the extent necessary to provide the Services or access to Facilities hereunder. (iii) Upon or at any time after the termination of a Service or access to a Facility or upon the written request of a Recipient that has provided Personally Identifiable Information to a Provider, such Person would accord Provider shall return to its such Recipient any Personally Identifiable Information in the Provider’s possession in connection with the provision of the terminated Service or access to a Facility as requested by Recipient, except to the extent that the Provider is required to retain such Personally Identifiable Information in accordance with applicable Laws (including Privacy Laws) or Provider’s own confidential informationdata retention policies.

Treatment of Confidential Information. Each of the The Administrative Agent Agent, each Lender and the Lenders each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates the Administrative Agent’s, such Lender’s and to its such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information Information; provided, that, the Administrative Agent, such Lender or such L/C Issuer shall be responsible for its respective auditors’ and instructed Related Parties’ compliance with this Section 11.07 and, to keep such Information confidentialthe extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07), (bii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent, such Lender, such L/C Issuer or any of their respective Related Parties (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conducted by bank accountants or any regulatory authority purporting to have jurisdiction over such Person exercising supervisory, examination or its Related Parties (including any self-regulatory regulation authority, such as the National Association of Insurance Commissioners), (ciii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) 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, (hviii) with the written consent of the Borrower or Borrower, (iix) to the extent such Information (xA) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent, any Lender or any L/C Issuer or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than third party that is not to the Administrative Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower. For , (x) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this SectionAgreement, “Information” means all information any other Loan Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender, or any L/C Issuer without utilizing any Information received from a Loan Party the Borrower or any Subsidiary relating violating the terms of this Section 11.07. In addition, the Administrative Agent and the Lenders may (A) disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such and the Lenders in connection with the administration of this Agreement, the other Loan Party or any SubsidiaryDocuments, provided and the Commitments; provided, that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified limited to the existence of the Agreement and information of a type routinely provided to such persons, including information regarding the closing date, size, type, purpose of, and parties to, the Agreement and (B) use any information (not constituting Information subject to the foregoing confidentiality restrictions) related to the syndication and arrangement of the credit facilities contemplated by this Agreement in connection with marketing, press releases, or other transactional announcements or updates provided to investor or trade publications, including the placement of “tombstone” advertisements in publications of its choice at its own expense. Notwithstanding anything herein to the time contrary, any party to this Agreement (and any employee, representative, or other agent of delivery as confidentialany 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 to it relating to such tax treatment and tax structure. Any Person However, any such information relating to the tax treatment or tax structure is required to maintain be kept confidential to the confidentiality of Information as provided in this Section shall be considered extent necessary to have complied comply 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 informationany applicable federal or state securities laws, rules, and regulations.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below)) and not to use it for any purpose other than in connection with the credit facilities established hereunder, except that Information may be disclosed (a) to its Affiliates and to its 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 not to use it except as provided herein), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.19 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party any Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the any Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower Company or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or any Subsidiary of any Borrower, which source is not, to the actual knowledge of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, known to be prohibited from disclosing such Information to such Person by a contractual, legal or fiduciary obligation to the Company, the Administrative Agent, any Lender or the L/C Issuer. For purposes of this Section, “Information” means all information received from a Loan Party the Company or any Subsidiary relating to the Loan Parties Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Company or any Subsidiary, provided that, in the case of information received from a Loan Party 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. 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 Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

Treatment of Confidential Information. Each of the Administrative Agent and Agent, the Lenders and a L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or Agent, CHAR1\2011553v5 any Lender Lender, a L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or a L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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. In addition, the Administrative Agent, the L/C Issuers and the Lenders may disclose the existence of this Agreement and information about this Agreement (but not the Fee Letters or the fees set forth therein) to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, any L/C Issuer or any Lender in connection with the administration of this Agreement, the other Loan Documents.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Company or its Subsidiaries or the credit facilities provided hereunder or (ii) 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 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 or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerCompany. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, its auditors and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Company or its Subsidiaries or the credit facilities provided hereunder or (ii) 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 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 or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerCompany. 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. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the The Administrative Agent Agent, each Lender and the Lenders each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates the Administrative Agent’s, such Xxxxxx’s and to its such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed or shall be subject to keep such Information confidentialconfidentiality obligations of employment or professional practice), (bii) upon the request or demand of any regulatory authority (including in the course of inspections, examinations or inquiries by federal or state government agencies, regulatory agencies, self-regulatory agencies and rating agencies) (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by Law and except with respect to any audit or requested examination conducted by bank accountants or any regulatory authority purporting to have jurisdiction over such Person exercising supervisory, examination or its Related Parties (including any self-regulatory regulation authority, such as the National Association of Insurance Commissioners), (ciii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable Law or compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws or regulations or by any subpoena or similar legal processLaw), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07(a), to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) 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, (hviii) with the consent of the Borrower or Borrower, (iix) to the extent such Information (xA) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07(a) by the Administrative Agent, any Lender or any L/C Issuer or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis Related Parties from a source other than third party that is not to the Borrower. For Administrative Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower or any of its Subsidiaries, (x) for purposes of establishing any defense available under state and federal securities laws, including a “due diligence” defense in any Proceeding relating to this SectionAgreement, “Information” means all information received from a any other Loan Party Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender or any Subsidiary relating to the Loan Parties or any Subsidiary L/C Issuer or any of their respective businessesRelated Parties without utilizing any Information received from the Borrower or any of its Subsidiaries or violating the terms of this Section 11.07(a). In addition, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior and the Lenders may disclose the existence of this Agreement and the other Loan Documents and information about this Agreement and the other Loan Documents to disclosure by such 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 Party or any SubsidiaryDocuments, and the Commitments; provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, that such information is clearly identified at limited to the time existence of delivery as confidential. Any Person required the Agreement or other Loan Documents and information of a type routinely provided to maintain such persons, including information regarding 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 closing date, size, type, purpose of, and parties to, the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationAgreement.

Treatment of Confidential Information. Each Subject to the provisions Section 13.17(b), each Lender agrees that it will use its reasonable efforts not to disclose without the prior consent of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information Borrower (as defined below), except that Information may be disclosed (a) other than to its Affiliates and employees, auditors, advisors or counsel or to another Lender if such Lender or such Lender’s holding or parent company in its Related Parties (it being understood sole discretion determines that the any such party should have access to such information, provided such Persons to whom such disclosure is made will shall be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) subject to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association provisions of Insurance Commissioners), (c) this Section 13.17 to the same extent required by applicable Laws or regulations or by as such Lender) any subpoena or similar legal process, (d) information with respect to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Borrower or any action of its Subsidiaries which is now or proceeding relating in the future furnished pursuant to this Agreement or any other Loan Credit Document or and which is designated by the enforcement of rights hereunder or thereunderBorrower to the Lenders in writing as confidential, (f) subject to an agreement containing provisions substantially the same as those of this Section, to provided that any Lender may disclose any such information (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect as has become generally available to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available public other than as a result by virtue of a breach of this Section 13.17(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (ywhether in the United States or elsewhere) becomes available or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any Lender pledgee referred to in Section 13.5(e) or any prospective or actual transferee or participant in connection with any contemplated transfer or participation of their respective Affiliates on a nonconfidential basis from a source other than any of the Borrower. For purposes of this SectionLoans, “Information” means all information received from a Loan Party Notes, Facility Amounts or Commitments or any Subsidiary relating to the Loan Parties 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 interest therein by such Loan Party or any SubsidiaryLender, provided that, in the case of information received from a Loan Party that such pledgee or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required prospective transferee agrees to maintain be bound by the confidentiality of Information as provided provisions contained in this Section shall 13.17, and (vii) to any direct or indirect contractual counterparty to swap agreements with a Lender or such contractual counterparty’s professional advisor provided that such contractual counterparty or professional advisor agrees to be considered to have complied with its obligation to do so if such Person has exercised bound by the same degree provisions of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationthis Section 13.17.

Treatment of Confidential Information. Each of the The Administrative Agent Agent, each Lender and the Lenders each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates the Administrative Agent’s, such Xxxxxx’s and to its such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information Information; provided, that, the Administrative Agent, such Lender or such L/C Issuer shall be responsible for its respective auditors’ and instructed Related Parties’ compliance with this Section 11.07 and, to keep such Information confidentialthe extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07), (bii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent, such Lender, such L/C Issuer or any of their respective Related Parties (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conducted by bank accountants or any regulatory authority purporting to have jurisdiction over such Person exercising supervisory, examination or its Related Parties (including any self-regulatory regulation authority, such as the National Association of Insurance Commissioners), (ciii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) 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, (hviii) with the written consent of the Borrower or Borrower, (iix) to the extent such Information (xA) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent, any Lender or any L/C Issuer or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than third party that is not to the Administrative Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower. For , (x) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this SectionAgreement, “Information” means all information any other Loan Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender, or any L/C Issuer without utilizing any Information received from a Loan Party the Borrower or any Subsidiary relating violating the terms of this Section 11.07. In addition, the Administrative Agent and the Lenders may (A) disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such and the Lenders in connection with the administration of this Agreement, the other Loan Party or any SubsidiaryDocuments, provided and the Commitments; provided, that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified limited to the existence of the Agreement and information of a type routinely provided to such persons, including information regarding the closing date, size, type, purpose of, and parties to, the Agreement and (B) use any information (not constituting Information subject to the foregoing confidentiality restrictions) related to the syndication and arrangement of the credit faciltiesfacilities contemplated by this Agreement in connection with marketing, press releases, or other transactional announcements or updates provided to investor or trade publications, including the placement of “tombstone” advertisements in publications of its choice 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 informationexpense.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Company or its Subsidiaries or the credit facilities provided hereunder or (ii) 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 Company 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 or Agent, any Lender Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerCompany. For purposes of this SectionSection 11.07, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent Agent, any Lender or any Lender L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over 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, such Lender or the L/C Issuer, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure thereof, except with respect to any audit or examination conducted by bank accountants or any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, in which case the Administrative Agent, such Lender or the L/C Issuer, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure thereof, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, the L/C Issuer 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 a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over 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, such Lender or such L/C Issuer, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure thereof, except with respect to any audit or examination conducted by bank accountants or any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure thereof, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency CHAR1\1536964v10 in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer 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 a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent Agent, any Lender or any Lender L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over 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, such Lender or such L/C Issuer, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure thereof, except with respect to any audit or examination conducted by bank accountants or any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to the extent not prohibited by applicable law, rule, regulation or order to inform the Borrower promptly of the disclosure thereof, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer 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 a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent Agent, any Lender or any Lender L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or any Lender or any of their respective Affiliates 94 CHAR1\2011656v6 on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement (but not the Fee Letters or the fees set forth therein) to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents.

Treatment of Confidential Information. Each of the Administrative Agent, the Syndication Agent, the Documentation Agent and the Lenders each Lender (each an "Agent/Lender") agrees to maintain the confidentiality use ------------ reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of the Information same nature, all non- public information supplied by the Borrower or any Subsidiary pursuant to this Agreement which (i) is clearly identified by such Person as defined belowbeing confidential at the time the same is delivered to such Agent/Lender or (ii) constitutes any financial statement, financial projections or forecasts, budget, compliance certificate, audit report, management letter or accountants' certification delivered hereunder ("Information"), except provided that nothing herein shall limit ----------- the disclosure of any Information may be disclosed (a) on a confidential basis, to its Affiliates and to its 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)Affiliates, agents or other advisors, (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process, or requested by any regulatory authority, (c) on a confidential basis, to prospective assignees or participants or their Affiliates, agents or other advisors, (d) to auditors or accountants, and any other party heretoanalogous counterpart thereof, (e) in connection with the exercise of any remedies hereunder or under to 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 thereunderAgent/Lender, (f) subject in connection with any litigation to an agreement containing provisions substantially the same as those of this Section, to (i) which any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Agent/Lender is a Loan Party and its obligations, this Agreement or payments hereunderparty, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section or Agreement, (yB) becomes available to the Administrative Agent or any Agent/Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is (C) was available to the Administrative Agent or any Agent/Lender on a nonconfidential non-confidential basis prior to its disclosure to any of them by such Loan Party the Borrower or any Subsidiary, provided that, ; and (h) to the extent the Borrower shall have consented to such disclosure in the case of information received from a Loan Party 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 informationwriting.

Treatment of Confidential Information. Each Subject to the provisions Section 13.15(b), each Lender agrees that it will use its reasonable efforts not to disclose without the prior consent of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information Borrower (as defined below), except that Information may be disclosed (a) other than to its Affiliates and employees, auditors, advisors or counsel or to another Lender if such Lender or such Lender's holding or parent company in its Related Parties (it being understood sole discretion determines that the any such party should have access to such information, provided such Persons to whom such disclosure is made will shall be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) subject to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association provisions of Insurance Commissioners), (c) this Section 13.15 to the same extent required by applicable Laws or regulations or by as such Lender) any subpoena or similar legal process, (d) information with respect to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Borrower or any action of its Subsidiaries which is now or proceeding relating in the future furnished pursuant to this Agreement or any other Loan Credit Document or and which is designated by the enforcement of rights hereunder or thereunderBorrower to the Lenders in writing as confidential, (f) subject to an agreement containing provisions substantially the same as those of this Section, to provided that any Lender may disclose any such information (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect as has become generally available to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available public other than as a result by virtue of a breach of this Section 13.15(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (ywhether in the United States or elsewhere) becomes available or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any Lender prospective or actual transferee or participant in connection with any contemplated transfer or participation of any of the Notes or Commitments 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 interest therein by such Loan Party or any SubsidiaryLender, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, that such information is clearly identified at the time of delivery as confidential. Any Person required prospective transferee agrees to maintain be bound by the confidentiality of Information as provided provisions contained in this Section shall 13.15, and (vii) to any direct or indirect contractual counterparty to swap agreements with a Lender or such contractual counterparty's professional advisor provided that such contractual counterparty or professional advisor agrees to be considered to have complied with its obligation to do so if such Person has exercised bound by the same degree provisions of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationthis Section 13.15.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or Agent, any Lender Lender, an L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or an L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each Subject to the provisions Section 13.16(b), each Lender agrees that it will use its reasonable efforts not to disclose without the prior consent of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information Borrower (as defined below), except that Information may be disclosed (a) other than to its Affiliates employees, auditors, advisors or counsel or to another Lender if such Lender or such Lender's infoUSA Amended and Restated Credit Agreement holding or parent company in its sole discretion determines that any such party should have access to its Related Parties (it being understood that the such information, provided such Persons to whom such disclosure is made will shall be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) subject to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association provisions of Insurance Commissioners), (c) this Section 13.16 to the same extent required by applicable Laws or regulations or by as such Lender) any subpoena or similar legal process, (d) information with respect to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Borrower or any action of its Subsidiaries which is now or proceeding relating in the future furnished pursuant to this Agreement or any other Loan Credit Document or and which is designated by the enforcement of rights hereunder or thereunderBorrower to the Lenders in writing as confidential, (f) subject to an agreement containing provisions substantially the same as those of this Section, to provided that any Lender may disclose any such information (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect as has become generally available to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available public other than as a result by virtue of a breach of this Section 13.16(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (ywhether in the United States or elsewhere) becomes available or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any Lender prospective or actual transferee or participant in connection with any contemplated transfer or participation of any of the Notes or Commitments 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 interest therein by such Loan Party or any SubsidiaryLender, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, that such information is clearly identified at the time of delivery as confidential. Any Person required prospective transferee agrees to maintain be bound by the confidentiality of Information as provided provisions contained in this Section shall 13.16, and (vii) to any direct or indirect contractual counterparty to swap agreements with a Lender or such contractual counterparty's professional advisor provided that such contractual counterparty or professional advisor agrees to be considered to have complied with its obligation to do so if such Person has exercised bound by the same degree provisions of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationthis Section 13.16.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates and to its Related Parties who need to know such Information in connection with the transactions contemplated 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), (bii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ciii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case, with respect to disclosures made in connection with any subpoena or similar legal process, the disclosing party shall notify the Borrower of such required disclosure prior to the making of such disclosure to the extent that such prior notice is not prohibited by applicable Laws), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or 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 and/or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (iiC) 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, (hviii) with the consent of the Borrower or (iix) 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 Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Loan Party. In addition, the Borrower. For purposes Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from a Loan Party or any Subsidiary relating similar service providers to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available lender industry and service providers to the Administrative Agent or any Lender Agent, the Arrangers and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. The obligations of the Administrative Agent, the Lenders (including the Swing Line Lender) and the L/C Issuer under this Section 11.07 shall terminate on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case second anniversary of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified at on which the time of delivery as confidential. Any Person required to maintain Obligations (other than contingent obligations for which no claim has been made) have been paid in full and the confidentiality of Information as provided in this Section shall be considered to Commitments 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 informationexpired or terminated.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement (but not the Fee Letters or the fees set forth therein) to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates each of the Administrative Agent and the Lenders’ respective Affiliates, employees, legal counsel, independent auditors and other experts or agents who need to its Related Parties (it being understood that know such information solely in connection with the Persons to whom such disclosure is made will be Convergys Acquisition, the transactions contemplated thereby or this Agreement and are informed of the confidential nature of such Information Information; provided that the Administrative Agent or such Lender shall be responsible for its respective employees’, legal counsel, independent auditors’ and instructed other experts’ or agents’ compliance with this Section 11.07 and, to keep such Information confidential)the extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07, (b) upon the request or demand of any regulatory authority having jurisdiction over any of the Administrative Agent, the Lenders or any of their respective Affiliates (in which case the Administrative Agent and the Lenders, as applicable, agree to inform the Borrower promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conduct by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissionersbank accountants), (c) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent or the Lenders, as applicable, agree to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or Borrower, (i) to the extent such Information (xi) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent or any Lender or (yii) becomes available to the Administrative Agent or Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than third party that is not to the Administrative Agent or such Lender’s knowledge subject to confidentiality obligations to the Borrower, (j) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this Agreement, the Convergys Acquisition or the transactions contemplated thereby or the enforcement of rights hereunder or (k) to the extent that such information is independently developed by the Administrative Agent or any Lender that is not subject to confidentiality obligations owing to the Borrower or any of its Affiliates or Related Parties. For purposes of this Section, “Information” means all information received from a Loan Party the Borrower or any Subsidiary relating to the Loan Parties 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 such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofEffective 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.

Treatment of Confidential Information. Each of the Administrative Agent and Agent, the Lenders and a L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or Agent, any Lender Lender, a L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.this

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below)) and not to use it for any purpose other than in connection with the credit facilities established hereunder, except that Information may be disclosed (a) to its Affiliates and to its 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 not to use it except as provided herein), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.18 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party any Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the any Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower Company or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Borrower or any Subsidiary of any Borrower, which source is not, to the Borroweractual knowledge of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, known to be prohibited from disclosing such Information to such Person by a contractual, legal or fiduciary obligation to the Company, the Administrative Agent, any Lender or the L/C Issuer. For purposes of this Section, “Information” means all information received from a Loan Party any Borrower or any Subsidiary relating to the Loan Parties any Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party any Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerBorrower or its Subsidiaries. For purposes of this Section, “Information” means all information received from a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender 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 Agents 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 a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each (a) The Ceding Company and the Reinsurer (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Closing Date, the Receiving Party and its Affiliates will not disclose, give, sell, use or divulge any Confidential Information of the Administrative Agent and other party (the Lenders agrees “Disclosing Party”) for any purpose or permit their respective Representatives to maintain do the confidentiality of the Information (as defined below)same, except that each Receiving Party may disclose such Confidential Information may be disclosed or portions thereof (a) if legally compelled to its Affiliates and to its 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)do so, (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over necessary for the performance of such Person or its Related Parties (including any self-regulatory authorityReceiving Party’s obligations under this Agreement, such as the National Association of Insurance Commissioners)Master Transaction Agreement, the Phase 1 Ancillary Agreements and the Phase 2 Ancillary Agreements, (c) to the extent required by applicable Laws necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements or regulations or by any subpoena or similar legal processthe Phase 2 Ancillary Agreements, (d) to any other party heretothose of such Receiving Party’s Affiliates and their respective Representatives, and in the case of the Reinsurer, Kohlberg Kravis Xxxxxxx & Co. L.P. and its Affiliates, in each case who need to know such information for the foregoing purposes, (e) in connection with the exercise of any remedies hereunder or as required under any other Loan Document Applicable Law or by any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunderGovernmental Authority, (f) subject to an agreement containing provisions substantially as might be necessary for Tax or financial reporting purposes or during the same as those course of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunderexternal audits, (g) on a confidential basis to (i) any rating agency its retrocessionaires in connection with rating its retrocession of all or a portion of the Borrower or its Subsidiaries or the credit facilities provided risks ceded hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection compliance with the issuance and monitoring terms of CUSIP numbers this Agreement, or other market identifiers with respect to the credit facilities provided hereunder, (h) with to which the consent Disclosing Party gives its prior written consent; provided that in the case of clauses (d) and (g) that the Receiving Party may only disclose such Confidential Information to Persons who are bound by confidentiality obligations in respect of such Confidential Information that are at least as stringent as the confidentiality obligations of the Borrower Receiving Party. If the Receiving Party 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 or any Lender its Affiliates, or any of their respective Representatives receives a subpoena, regulatory request or court order in respect of such disclosure, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.10. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.10, the Receiving Party or its Affiliates or their respective Representatives, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded Confidential Information. (b) The Receiving Party, on behalf of itself, its Affiliates and their respective Representatives acknowledges that a nonconfidential basis from a source other than breach of its obligations under this Section 16.10 may result in irreparable injury to the BorrowerDisclosing Party. For purposes In the event of the breach by the Receiving Party, its Affiliates or their respective Representatives of any of the terms and conditions of this SectionSection 16.10 to be performed, “Information” means all information received from a Loan the Disclosing Party or any Subsidiary relating shall be entitled to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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 remedies provided in this Section shall 16.11 in addition to any other remedy to which the Disclosing Party may 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 informationentitled hereunder.

Treatment of Confidential Information. Each of Lender, the Issuing Bank, the Swing Line Lender and the Administrative Agent agrees (on behalf of itself and the Lenders agrees each of its affiliates, directors, officers, employees and representatives) to maintain the confidentiality use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of the Information (as defined below)same nature, except that Information may be disclosed all non-public information supplied by the Borrower or any of its Subsidiaries pursuant to this Agreement which (a) is identified by such Person as being confidential at the time the same is delivered to its Affiliates and to its Related Parties (it being understood that such Lender, the Persons to whom such disclosure is made will be informed of Issuing Bank, the confidential nature of such Information and instructed to keep such Information confidential)Swing Line Lender or the Administrative Agent, or (b) to constitutes any financial statement, financial projection or forecast, budget, compliance certificate, audit report, management letter or accountants' certification delivered hereunder, provided, however, that nothing herein shall limit the extent required or requested by disclosure of any regulatory authority purporting to have jurisdiction over such Person or its Related Parties information (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ci) to the extent required by law, rule, regulation or judicial process, provided that, unless prohibited by applicable Laws law or regulations or court order, each Lender, the Issuing Bank, the Swing Line Lender and the Administrative Agent, prior to the disclosure thereof, shall endeavor to notify the Borrower of any request for disclosure of any such confidential information by any subpoena governmental agency or similar representative thereof (other than in connection with an examination of the financial condition of the Issuing Bank, such Lender, the Swing Line Lender or the Administrative Agent by such governmental agency) or pursuant to legal process, (dii) on a confidential basis, to counsel to any Lender, the Issuing Bank, the Swing Line Lender or the Administrative Agent, (iii) to bank examiners, auditors or accountants, and any other party heretoanalogous counterpart thereof, (eiv) to the Administrative Agent, the Lenders, the Swing Line Lender or the Issuing Bank, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action litigation or proceeding relating to this Agreement which any one or any other Loan Document more of the Lenders, the Issuing Bank, the Swing Line Lender or the enforcement of rights hereunder or thereunderAdministrative Agent is a party, (fvi) subject to an agreement containing provisions any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) agrees to keep such information confidential on substantially the same basis as those of set forth in this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Partiesvii) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent affiliates of the Borrower or (i) Administrative Agent, the Swing Line Lender, each Lender and the Issuing Bank, so long as such affiliate agrees to keep such information confidential on substantially the extent such Information (x) becomes publicly available other than same basis as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of set forth in this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer 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 a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent Agent, any Lender or any Lender L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or 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 a Loan Party or any Subsidiary relating to the Loan Parties 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 such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.the

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over 99 such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the 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 or Agent, any Lender Lender, the L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party 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.

Treatment of Confidential Information. Each of the The Administrative Agent Agent, each Lender and the Lenders each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates the Administrative Agent’s, such Xxxxxx’s and to its such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information Information; provided, that, the Administrative Agent, such Lender or such L/C Issuer shall be responsible for its respective auditors’ and instructed Related Parties’ compliance with this Section 11.07 and, to keep such Information confidentialthe extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07), (bii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent, such Lender, such L/C Issuer or any of their respective Related Parties (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conducted by bank accountants or any regulatory authority purporting to have jurisdiction over such Person exercising supervisory, examination or its Related Parties (including any self-regulatory regulation authority, such as the National Association of Insurance Commissioners), (ciii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) 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, (hviii) with the written consent of the Borrower or Borrower, (iix) to the extent such Information (xA) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent, any Lender or any L/C Issuer or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than third party that is not to the Administrative Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower. For , (x) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this SectionAgreement, “Information” means all information any other Loan Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender, or any L/C Issuer without utilizing any Information received from a Loan Party the Borrower or any Subsidiary relating violating the terms of this Section 11.07. In addition, the Administrative Agent and the Lenders may (A) disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such and the Lenders in connection with the administration of this Agreement, the other Loan Party or any SubsidiaryDocuments, provided and the Commitments; provided, that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified limited to the existence of the Agreement and information of a type routinely provided to such persons, including information regarding the closing date, size, type, purpose of, and parties to, the Agreement and (B) use any information (not constituting Information subject to the foregoing confidentiality restrictions) related to the syndication and arrangement of the credit facilities contemplated by this Agreement in connection with marketing, press releases, or other transactional announcements or updates provided to investor or trade publications, including the placement of “tombstone” advertisements in publications of its choice 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 informationexpense.

Treatment of Confidential Information. Each of the The Administrative Agent Agent, each Lender and the Lenders each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates the Administrative Agent’s, such Lender’s and to its such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information Information; provided, that, the Administrative Agent, such Lender or such L/C Issuer shall be responsible for its respective auditors’ and instructed Related Parties’ compliance with this Section 11.07 and, to keep such Information confidentialthe extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07), (bii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent, such Lender, such L/C Issuer or any of their respective Related Parties (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by law, rule or requested regulation, and except with respect to any audit or examination conducted by bank accountants or any regulatory authority purporting to have jurisdiction over such Person exercising supervisory, examination or its Related Parties (including any self-regulatory regulation authority, such as the National Association of Insurance Commissioners), (ciii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent required not prohibited by applicable Laws law, rule or regulations or by any subpoena or similar legal processregulation), (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) 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, (hviii) with the written consent of the Borrower or Borrower, (iix) to the extent such Information (xA) becomes publicly available other than as a result by reason of a breach disclosure in violation of this Section 11.07 by the Administrative Agent, any Lender or any L/C Issuer or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, any L/C Issuer 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 a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information third party that is available not to the Administrative Agent Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower, (x) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender, or any Lender on a nonconfidential basis prior to disclosure by such Loan Party or L/C Issuer without utilizing any Subsidiary, provided that, in the case of information Information received from a Loan Party the Borrower or any Subsidiary after violating the date hereof, such information is clearly identified at the time terms 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.this

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates Affiliates, its auditors and to its 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), (bii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners)) provided that, unless specifically prohibited by applicable law or court order, the Administrative Agent, the Lenders and the L/C Issuer, as applicable, shall notify the Borrower (to the extent practicable) of any request by any Governmental Authority or representative thereof (other than any such request in connection with an examination of the financial condition of such Administrative Agent, Lender or L/C Issuer, as applicable, by such Governmental Authority or other examinations of such Administrative Agent, Lenders or L/C Issuer, as applicable by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information, (ciii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (iiB) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party the Borrower and its obligations, this Agreement or payments hereunder, (gvii) on a confidential basis to (iA) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiB) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (viii) 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, (hix) with the consent of the Borrower or Borrower, (ix) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section or (yB) becomes available to the Administrative Agent or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, or (xi) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07. 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 a Loan Party the Borrower or any Subsidiary relating to the Loan Parties Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party the Borrower or any Subsidiary, provided that, in the case of information received from a Loan Party the Borrower or any Subsidiary after the date hereofClosing 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.

Treatment of Confidential Information. Each of the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, its auditors and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.01(b) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Parent or its Subsidiaries or the credit facilities provided hereunder hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (iiiii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower Representative 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 or Agent, any Lender Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowerBorrowers. For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, unless such information is clearly identified at the time of delivery as confidential. marked “PUBLIC.” 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. 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.