Common use of Disclosure of Information to Third Parties Clause in Contracts

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INC. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative Agent's and Lenders' own confidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees, pledgees and investors (including prospective participants, transferees, assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors who have an obligation to maintain the confidentiality of such information, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, and Borrowers, and (g) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may thereby disclose to other Persons any information relating to Borrowers in a manner that is attributable to Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents this Agreement concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INCBorrower that is conspicuously 77 designated by Borrower as confidential information. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative AgentLender's and Lenders' own confidential informationinformation that Lender generally considers to be confidential. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees, pledgees assignees and investors (including prospective participants, transferees, assignees, pledgees assignees and investors), but subject to a reasonable confidentiality agreement regarding any non-public nonpublic confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors who have an obligation to maintain the confidentiality of such informationinvestors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, Lender and BorrowersBorrower, and (g) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrowers Borrower in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their its Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and other Personsanalysis; provided, however, that neither Administrative Agent nor any Lender may not thereby disclose to other Persons any information relating to Borrowers Borrower in a manner that is attributable to Borrowers Borrower unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers Borrower otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents this Agreement concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INCthat is conspicuously designated by Borrowers as confidential information. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative Agent's and Lenders' own confidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees, pledgees and investors (including prospective participants, transferees, assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors who have an obligation to maintain the confidentiality of such informationinvestors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, and Borrowers, and (g) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may thereby disclose to other Persons any information relating to Borrowers in a manner that is attributable to Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents this Agreement concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INCthat is conspicuously designated by Borrowers as confidential information. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative Agent's and Lenders' own confidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees, pledgees and investors (including prospective participants, transferees, assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors who have an obligation to maintain the confidentiality of such informationinvestors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, and Borrowers, and (g) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may thereby disclose to other Persons any information relating to Borrowers in a manner that is attributable to Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld). Notwithstanding the foregoing, Administrative Agent and Lenders agree to comply with applicable federal securities laws and regulations regarding dissemination, use and/or disclosure of non-public information.

Disclosure of Information to Third Parties. Administrative Agent and each Each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents this Agreement concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INCthat is conspicuously designated by Borrowers as confidential information. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative Agent's and Lenders' ’ own confidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's Parent, the Operating Sub or EXCXin such Lender's ’s possession from time to time (a) to permitted participants, transferees, assignees, pledgees and investors (including prospective participants, transferees, assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (dc) to Administrative Agent's or such Lender's ’s Affiliates, employees, legal counsel, appraisers, accountants, agents and investors who have an obligation to maintain the confidentiality of such informationinvestors, and (ed) to any Person pursuant to compulsory judicial process, and (fe) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, and Borrowers, and (gf) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any In addition, from time to time, each Lender believes (and their respective Affiliates) may disclose and publish in its reasonable determination) marketing presentations and marketing materials that it is required in they have extended credit to Borrowers and the course general nature and structure of an administrative or judicial proceeding to disclose any such non-public information, then such Person the Facilities (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisionsexclusive of pricing terms). Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any no Lender may thereby disclose to other Persons any information relating to Borrowers in a manner that is attributable to Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents this Agreement concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INCthat is conspicuously designated by Borrowers as confidential information. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative Agent's and Lenders' own confidential information. Notwithstanding the foregoingforeg▇▇▇▇, Administrative ▇dministrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participantsparticipa▇▇▇, transferees▇ransferees, assignees, pledgees and investors (including prospective participants, transferees, assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountantsaccou▇▇▇▇▇▇, agents and investors who have an obligation to maintain the confidentiality of such informationinvestors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, and Borrowers, and (g) to any other Person with respect to the public or non-confidential ▇▇ ▇▇▇ publi▇ ▇▇ ▇▇▇-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may thereby disclose to other Persons any information relating to Borrowers in a manner that is attributable to Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld). Notwithstanding the foregoing, Administrative Agent and Lenders agree to comply with applicable federal securities laws and regulations regarding dissemination, use and/or disclosure of non-public information.

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to the Loan Documents this Agreement concerning the performance, operations, assets, structure and business plans of Borrowers and/or TALK.COM INCthat is conspicuously designated by Borrowers as confidential information. While other or different confidentiality procedures ma▇ ▇▇ ▇▇▇loyed may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of Administrative Agent's and Lenders' Lender’s own confidential informationinformation that Lender generally considers to be confidential. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's ’s possession from time to time (a) to permitted participants, transferees, assignees, pledgees and investors (including prospective participants, transferees, assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's ’s Affiliates, employees, legal counsel, appraisers, accountants, agents and investors who have an obligation to maintain the confidentiality of such informationinvestors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Administrative Agent, Lenders, Lender and Borrowersany Borrower, and (g) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek ▇ ▇▇▇▇ective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and operational, performance and structural information and data relating to Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or their its Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit research and analysis for itself and and/or other Persons; provided, however, that neither Administrative Agent nor any Lender may not thereby disclose to other Persons any information relating to Borrowers in a manner that is attributable to Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).