The Agents and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Holdings and its Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by the Agents and the Lenders in a confidential manner, and shall not be disclosed by either Agent and the Lenders to Persons who are not parties to this Agreement, except: (a) to officers, directors, employees, stockholders, partners, members, accountants, auditors, attorneys, agents, advisors and other representatives of any Agent or member of the Lender Group and to actual or prospective Assignees and Participants on a confidential basis, (b) to Subsidiaries and Affiliates of any member of the Lender Group and any of their respective officers, directors, employees, counsel, accountants, auditors, attorneys, agents, advisors and other representatives; provided that in the case of clause (a) and (b), such Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (c) as may be required by statute, decision, or judicial or administrative order, rule, regulation or any Governmental Authority (other than any state, federal or foreign authority or examiner regulating banks or banking); provided that , to the extent it may lawfully do so, the applicable Agent or any such Lender shall notify the Borrower promptly thereof, (d) as may be agreed to in advance by the Borrower or its Subsidiaries or as requested or required by any Governmental Authority (other than any state, federal or foreign authority or examiner regulating banks or banking) pursuant to any subpoena or other legal process; provided that , to the extent it may lawfully do so, the applicable Agent or any such Lender shall notify the Borrower promptly thereof, (e) as requested or required by any state, federal or foreign regulatory or other authority or examiner regulating banks or banking, (f) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by the Agents or the Lenders), (g) in connection with any assignment, prospective assignment, sale, prospective sale, participation or prospective participations, or pledge or prospective pledge of any Lender’s interest under this Agreement, provided that any such assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, or prospective pledgee is reasonably expected to be a permitted assignee, purchaser, participant, or pledgee hereof and shall have agreed in writing to receive such information hereunder subject to the terms of this Section (h) in connection with any litigation or other adversary proceeding involving the parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents and (i) to 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 the Borrower and its obligations, this Agreement or payments hereunder, provided that any such actual or prospective party shall have agreed in writing to receive such information hereunder subject to the terms of this Section. The provisions of this Section 11.11 shall survive for one year after the payment in full of the Obligations. Notwithstanding the foregoing, confidential information shall not include, as to either Agent or any Lender, information independently developed by such Person or its Affiliates or information that was in such Person’s and/or Affiliates possession and was not known by such Person or its Affiliates to be subject to an obligation of confidentiality to the Borrower and its Affiliates.