Non-Confidentiality of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 17.15 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby.
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or Pledgor, except for (i) disclosure to Buyer’s, Pledgor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, other regulatory body or in connection with enforcement of rights and remedies hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transaction, any fact relevant to understanding the federal, state and local tax treatment of the Transaction, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor may not disclose the name of or identifying information with respect to Buyer or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction and is not relevant to understanding the federal, state and local tax treatment of the Transaction, without the prior written consent of Buyer.
Non-Confidentiality of Tax Treatment. All parties hereto agree that each of them and each of their managers, officers, employees, representatives, and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4.
Non-Confidentiality of Tax Treatment. Notwithstanding anything to the contrary contained in this Agreement, Borrower, Lender and Agent may disclose to any and all Persons, without limitations of any kind, the purported or claimed U.S. federal income tax treatment of this Agreement, any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of this Agreement, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal income tax treatment or fact, other than the name of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, and any pricing terms or other nonpublic business or financial information that is unrelated to the purported or claimed federal income tax treatment of the Agreement to the taxpayer and is not relevant to understanding the purported or claimed federal income tax treatment of the Agreement to the taxpayer.
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or Seller, except for (i) disclosure to Buyer’s or Seller’s direct and indirect Affiliates, Subsidiaries and parent companies and their respective directors, attorneys and accountants or financing sources (each a “Representative”, and collectively the “Representatives”) but only to the extent such disclosure is necessary and such parties agree to be bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions or ethical duties of confidentiality, (ii) disclosure to any assignee, prospective assignee, participant or prospective participant which is not prohibited from being an assignee or participant and which agrees to be bound by the confidentiality provisions set forth herein or (iii) with prior written notice to Seller or Buyer, as the case may be (if feasible and if permitted by law), disclosure required by law, rule, regulation or order of a court or other regulatory body, or at the request of any regulatory or self-regulatory authority (provided that no notice shall be required with respect to any disclosure to a regulatory or self-regulatory authority in connection with a routine exam or audit), or (iv) with prior (if feasible) written notice to Buyer, any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that in the case of clause (iv), Seller shall not file the Pricing Side Letter. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer or any specific commercial or pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage, Purch...
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or Seller, except for (i) disclosure to Buyer’s or Seller’s direct and indirect Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage, the Purchase Price, the Commitment Fee or the Non-Extension Fee, if applicable) or other nonpublic business or financial information (including any sublimits) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Buyer.
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to the Buyer or the Repo Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of the Buyer or the Repo Seller, except for (i) disclosure to the Buyer’s or the Repo Seller’s direct and indirect Affiliates and wholly owned subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to each Agency, or (iii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that the Repo Seller may not disclose the name of or identifying information with respect to the Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage, the Purchase Price and the Structuring Fee) or other nonpublic business or financial information (including any sublimits) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of the Buyer.
Non-Confidentiality of Tax Treatment. 119126 Section 11.13 Waiver of Set Off 119126 Section 11.14 Headings, Schedules and Exhibits 120127 Section 11.15 Ratable Payments 120127 Section 11.16 Failure of Co‐Borrowers to Perform Certain Obligations 120127 Section 11.17 Power of Attorney 121127 Section 11.18 Delivery of Termination Statements, Releases, etc 121127 Section 11.19 Exclusive Remedies 121128 Section 11.20 Post‐Closing Performance Conditions 121128 Section 11.21 Performance Conditions 121128 Section 11.22 Bail In 122129 Section 11.23 Joint and Several; Administrative Borrower 123129 LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE I Eligible Portfolio Assets -iii- USActive 58800445.158806140.10 SK 28388 0001 10656366 v3 SCHEDULE II Conditions Precedent Documents SCHEDULE III Notice Information SCHEDULE IV Lender Commitments SCHEDULE V Investment Guidelines SCHEDULE VI Disqualified Lenders SCHEDULE VII Post‐Closing Conditions SCHEDULE VIII Co-Borrower Accounts EXHIBITS EXHIBIT A Form of LTV Certificate EXHIBIT B Form of Notice of Borrowing EXHIBIT C Form of Borrowing Base Certificate EXHIBIT D Form of Revolving Loan Note EXHIBIT E Form of U.S. Tax Compliance Certificate EXHIBIT F Form of Payment Date Report EXHIBIT G Form of Assignment and Assumption Agreement EXHIBIT H Form of Power of Attorney -iv- USActive 58800445.158806140.10 SK 28388 0001 10656366 v3
Non-Confidentiality of Tax Treatment. Notwithstanding anything in this Agreement to the contrary, to comply with Treas. Reg. 1.6011-4(b)(3), any Party (and any employee, representative, or other agent of such Party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of this loan transaction, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding, any Party or any existing or future Party (or any Affiliate thereof) and (b) any financial or performance information relating to any Party or its subsidiaries does not constitute information on the tax treatment or tax structure; provided that such employees, representatives or other agents are informed of the confidential nature of such Information and instructed to keep such information confidential. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 11.12 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby.
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller, and shall be held by each party hereto in strict confidence and shall not be disclosed to any third party without the written consent of Buyer (at the written direction of the Administrative Agent) or Seller, except for (i) disclosure to Buyer’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties LEGAL02/43438678v9 agree to hold all information in strict confidence, or (iii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of the affected party (and in the case of the Buyer, at the written direction of the Administrative Agent).
