(a) . Each Agent, each Letter of Credit Issuer and each Lender agrees to keep confidential any information ( a ) provided to it by or on behalf of the U.S. Parent Borrower or any of its Subsidiaries pursuant to or in connection with the Loan Documents or ( b ) obtained by such Lender based on a review of the books and records of the U.S. Parent Borrower or any of its Subsidiaries; provided that nothing herein shall prevent any Agent, Lender or Letter of Credit Issuer from disclosing any such information ( i ) to any Agent, any Other Representative, any Letter of Credit Issuer or any other Lender, ( ii ) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the U.S. Parent Borrower and its obligations which agrees to comply with the provisions of this Section  11.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the U.S. Parent Borrower (it being understood that each relevant Agent, Lender or Letter of Credit Issuer shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), ( iii ) to its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors of it and its Affiliates, provided that such Agent, Lender or Letter of Credit Issuer shall inform each such Person of the agreement under this Section  12.16 and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Section  12.16 ), ( iv ) upon the request or demand of any Governmental Authority having jurisdiction over such Agent, Letter of Credit Issuer or Lender or its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, such Agent, Letter of Credit Issuer or Lender shall, unless prohibited by any Requirement of Law, notify the U.S. Parent Borrower of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, ( v ) which has been publicly disclosed other than in breach of this Agreement, ( vi ) in connection with the exercise of any remedy hereunder, under any Loan Document or under any Secured Cash Management Agreement or Secured Hedge Agreement, ( vii ) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such Agent, Letter of Credit Issuer or Lender or its affiliates (to the extent applicable), ( viii ) in connection with any litigation to which such Agent, Letter of Credit Issuer or Lender (or, with respect to any Secured Cash Management Agreement or Secured Hedge Agreement, any Secured Party party thereto) may be a party subject to the proviso in clause (iv) above, ( ix ) with U.S. Parent Borrower’s consent and ( x ) if, prior to such information having been so provided or obtained, such information was already in an Agent’s, Letter of Credit Issuer’s or a Lender’s possession on a non-confidential basis without a duty of confidentiality to the U.S. Parent Borrower being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Section  12.16 shall survive with respect to each Agent, Letter of Credit Issuer and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent, Letter of Credit Issuer or a Lender, respectively. In addition, the Administrative Agent may provide information regarding the Facilities to serve providers providing administrative and ministerial services solely in connection with the syndication and administration of the Facilities on a confidential basis; provided that, except with respect to information which has been publicly disclosed other than in breach of this Agreement, the Administrative Agent shall inform each such Person of the agreement under this Section  12.16 and take reasonable actions to cause compliance by any such Person with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Section  12.16 ). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.