AGREEMENT (OR ANY DRAFT HEREOF AND DOCUMENTS ANCILLARY HERETO) EXCEPT TO
AN AFFECTED PARTY, A BUYER INDEMNIFIED PERSON.
(B)
EACH ORIGINATOR AND THE SERVICER AGREES THAT IT SHALL NOT (AND
SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO) ISSUE ANY NEWS RELEASE OR MAKE ANY
PUBLIC ANNOUNCEMENT PERTAINING TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE RELATED DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) UNLESS SUCH NEWS RELEASE OR
PUBLIC ANNOUNCEMENT IS REQUIRED BY LAW, IN WHICH CASE SUCH ORIGINATOR OR THE
SERVICER SHALL CONSULT WITH BUYER PRIOR TO THE ISSUANCE OF SUCH NEWS RELEASE OR
PUBLIC ANNOUNCEMENT.
ANY ORIGINATOR OR THE SERVICER MAY, HOWEVER, DISCLOSE THE
GENERAL TERMS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED
DOCUMENTS TO TRADE CREDITORS, SUPPLIERS AND OTHER SIMILARLY-SITUATED PERSONS SO
LONG AS SUCH DISCLOSURE IS NOT IN THE FORM OF A NEWS RELEASE OR PUBLIC
ANNOUNCEMENT.
(C)
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, OR IN
CONNECTION WITH ANY JUDICIAL OR ADMINISTRATIVE PROCEEDINGS, REASONABLY BELIEVED
TO BE APPROPRIATE TO BE FILED PUBLICLY WITH THE SECURITIES EXCHANGE COMMISSION,
OR UNLESS THE ORIGINATORS AND THE SERVICER OTHERWISE CONSENT IN WRITING, THE
BUYER AGREES (I) TO MAINTAIN THE CONFIDENTIALITY OF (A) THIS AGREEMENT (AND ALL
DRAFTS HEREOF AND DOCUMENTS ANCILLARY HERETO) AND (B) ALL OTHER CONFIDENTIAL
PROPRIETARY INFORMATION WITH RESPECT TO THE ORIGINATORS, THE SERVICER AND THEIR
RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE BUSINESSES OBTAINED BY THE
BUYER IN CONNECTION WITH THE STRUCTURING, NEGOTIATION AND EXECUTION OF THE
TRANSACTIONS CONTEMPLATED HEREIN AND IN THE OTHER DOCUMENTS ANCILLARY HERETO, IN
EACH CASE, IN ITS COMMUNICATIONS WITH THIRD PARTIES OTHER THAN ANY ORIGINATOR OR
THE SERVICER, AND (II) NOT TO DISCLOSE, DELIVER, OR OTHERWISE MAKE AVAILABLE TO
ANY THIRD PARTY (OTHER THAN ITS DIRECTORS, OFFICERS, EMPLOYEES, ACCOUNTANTS OR
COUNSEL) THE ORIGINAL OR ANY COPY OF ALL OR ANY PART OF THIS AGREEMENT (OR ANY
DRAFT HEREOF AND DOCUMENTS ANCILLARY
30
hereto) except to any Originator. Notwithstanding the foregoing, Buyer shall be
permitted to disclose copies of this Agreement and the confidential proprietary
information described above to (1) each Affected Party and each Affected Party's
and their respective Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential and to not disclose or use such Information in violation of
Regulation FD (17 C.F.R. § 243.100-243.103));
(2) any regulatory authority (it
being understood that it will to the extent reasonably practicable provide the
Originators and/or the Servicer with an opportunity to request confidential
treatment from such regulatory authority), (3) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(4) to any other party to the Funding Agreement, (5) to the extent required in
connection with the exercise of any remedies hereunder or any suit, action