BUYER AND THE SELLERS OBTAINED BY IT OR THEM IN
CONNECTION WITH THE STRUCTURING, NEGOTIATING AND EXECUTION OF THE TRANSACTIONS
CONTEMPLATED HEREIN, EXCEPT THAT EACH SUCH PARTY AND ITS EMPLOYEES, DIRECTORS,
OFFICERS, TRUSTEES, MEMBERS, PARTNERS, AGENTS AND AFFILIATES MAY (I) DISCLOSE
SUCH INFORMATION TO ITS EXTERNAL ACCOUNTANTS, ATTORNEYS, INVESTORS, POTENTIAL
INVESTORS, CREDIT ENHANCERS AND THE AGENTS AND ADVISORS OF SUCH PERSONS
("EXCEPTED PERSONS"); PROVIDED, HOWEVER, THAT EACH EXCEPTED PERSON SHALL BE
NOTIFIED OF THE CONFIDENTIALITY RESTRICTIONS HEREOF AND SHALL, AS A CONDITION TO
ANY SUCH DISCLOSURE, AGREE FOR THE BENEFIT OF THE PARTIES HERETO THAT SUCH
INFORMATION SHALL BE USED SOLELY IN CONNECTION WITH SUCH EXCEPTED PERSON'S
EVALUATION OF, OR RELATIONSHIP WITH, THE BUYER AND THE SELLERS AND THEIR
AFFILIATES, (II) DISCLOSE THE EXISTENCE OF THIS AGREEMENT, BUT NOT THE FINANCIAL
TERMS THEREOF, (III) DISCLOSE SUCH INFORMATION AS IS REQUIRED BY APPLICABLE LAW
AND (IV) DISCLOSE THIS AGREEMENT AND SUCH INFORMATION IN ANY SUIT, ACTION,
PROCEEDING OR INVESTIGATION (WHETHER IN LAW OR IN EQUITY OR PURSUANT TO
ARBITRATION) INVOLVING ANY OF THE TRANSACTION DOCUMENTS FOR THE PURPOSE OF
DEFENDING ITSELF, REDUCING ITS LIABILITY, OR PROTECTING OR EXERCISING ANY OF ITS
CLAIMS, RIGHTS, REMEDIES, OR INTERESTS UNDER OR IN CONNECTION WITH ANY OF THE
TRANSACTION DOCUMENTS.
IT IS UNDERSTOOD THAT THE FINANCIAL TERMS THAT MAY NOT
BE DISCLOSED EXCEPT IN COMPLIANCE WITH THIS SECTION 8.14(A) INCLUDE, WITHOUT
LIMITATION, ALL FEES AND OTHER PRICING TERMS, AND ALL EVENTS OF DEFAULT.
IF ANY
EXCEPTED PERSON DISCLOSES ANY CONFIDENTIAL INFORMATION PURSUANT TO THIS
SECTION 8.14(A), IT SHALL PROVIDE PROMPT NOTICE THEREOF TO THE BUYER OR THE
SELLERS, AS APPROPRIATE.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING
SHALL NOT BE CONSTRUED TO PROHIBIT (I) DISCLOSURE OF ANY AND ALL INFORMATION
THAT IS OR BECOMES PUBLICLY KNOWN (OTHER THAN THROUGH THE VIOLATION OF THIS
AGREEMENT), (II) DISCLOSURE OF ANY AND ALL INFORMATION (A) IF REQUIRED TO DO SO
BY ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION, (B) TO ANY GOVERNMENT AGENCY
OR REGULATORY BODY HAVING OR CLAIMING AUTHORITY TO REGULATE OR OVERSEE THE
DISCLOSING ENTITY OR ITS AFFILIATES, OR (C) PURSUANT TO ANY SUBPOENA, CIVIL
INVESTIGATIVE DEMAND OR SIMILAR DEMAND OR REQUEST OF ANY COURT, REGULATORY
AUTHORITY, ARBITRATOR OR ARBITRATION TO WHICH THE DISCLOSING ENTITY OR AN
OFFICER, TRUSTEE, MEMBERS, PARTNERS, DIRECTOR, EMPLOYER, SHAREHOLDER OR
AFFILIATE OF ANY OF THE FOREGOING IS A PARTY (SO LONG AS THE DISCLOSING PERSON
PROVIDES PROMPT NOTICE THEREOF TO THE APPLICABLE PARTY WITH RESPECT TO WHICH
SUCH INFORMATION RELATES), OR (III) ANY OTHER DISCLOSURE AUTHORIZED BY THE BUYER
OR THE APPLICABLE SELLER IN THE CASE OF INFORMATION WITH RESPECT TO IT.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE
EXTENT THIS SECTION 8.14 IS INCONSISTENT WITH THAT CERTAIN LETTER AGREEMENT
REGARDING CONFIDENTIALITY DATED DECEMBER 1, 2008 AMONG *****, *****, *****,
TRUST I, ***** AND CLST FINANCO, INC., SUCH LETTER AGREEMENT SHALL CONTROL.
13
Section 8.15.
Assignment.
Notwithstanding anything to the contrary contained herein, this Agreement may
not be assigned by the Buyer or a