Common use of Confidentiality and Other Obligations Clause in Contracts

Confidentiality and Other Obligations. Neither this Fee and Syndication Letter nor any of its terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your officers, directors, employees, stockholders, partners, members, accountants, attorneys and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, regulation, compulsory legal process or as requested by a governmental authority (in which case you agree to the extent reasonably practicable and permitted under applicable law to inform us promptly thereof), (c) in filings with the SEC and other applicable regulatory authorities and stock exchanges, as required by law, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Fee and Syndication Letter or the transactions contemplated thereby or enforcement hereof and thereof, (e) you may disclose the aggregate fee amounts contained in this Fee and Syndication Letter in financial statements or as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility or in any public filing relating to the Transactions, (f) if the Lead Arranger consents to such disclosure and (g) as required pursuant to the Takeover Code or by the Panel; provided, that with respect to this clause (g), you and the Lead Arranger shall consult prior to such disclosure. BofA will treat as confidential all confidential information provided to it by you or on your behalf hereunder in accordance with the terms set forth in Section 10.07 of the Credit Agreement as in effect on the date hereof, as if (i) such information were “Information” thereunder and (ii) each reference therein to a “Lender” was a reference to BofA; provided that the provisions of this paragraph shall in any event terminate two years from the date hereof. You acknowledge that BofA or its respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. BofA agrees that it will not furnish confidential information obtained from you to any of their other customers and will treat confidential information relating to the Borrower, the Acquired Business and their respective affiliates with the same degree of care as they treat their own confidential information and otherwise subject to the immediately preceding paragraph. BofA further advises you that it will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that BofA is permitted to access, use and share, subject to the immediately preceding paragraph, with any of its bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Borrower, the Acquired Business or any of their respective affiliates that is or may come into the possession of BofA or any of such affiliates. In connection with all aspects of each transaction contemplated by this Fee and Syndication Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) the Bridge Facility and any related arranging or other services described in this Fee and Syndication Letter with respect thereto is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and BofA, on the other hand, (b) BofA has not provided any legal, accounting, regulatory or tax advice with respect to the financing contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (c) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (d) in connection with the financing contemplated hereby and the process leading to such financing, BofA has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party,

Confidentiality and Other Obligations. Neither this Fee and This Syndication Letter nor and the Fee 208 Letter and the contents hereof and thereof are confidential and, may not be disclosed in whole or in part to 209 any of its terms person or substance shall entity without our prior written consent except this Syndication Letter and the Fee Letter 210 may be disclosed, directly or indirectly, disclosed (i) on a confidential basis to any other person except (a) the Acquired Business and to your officers, and the Acquired Busi- 211 ness’ respective board of directors, employees, stockholderslegal counsel, partnersindependent auditors and other experts, membersad- 212 visors or agents in connection with the Transaction who need to know such information and are informed 213 of the confidential nature of such information, accountantsprovided, attorneys that the Fee Letter shall be redacted in a manner 214 reasonably satisfactory to us prior to furnishing to the board of directors, employees, legal counsel, inde- 215 pendent auditors and other experts and advisors of the Acquired Business who are directly involved need to know such infor- 216 mation in the connection with their consideration of this matter on a confidential and need-to-know basisthe Transaction, (bii) as may be compelled pursuant to the order of any court or 217 administrative agency or in a judicial any pending legal or administrative proceeding proceeding, or otherwise as otherwise required by law218 applicable law or regulation (including, regulationwithout limitation, in filings with or disclosures to the Securities 219 and Exchange Commission or required by the City Code on Takeovers and Mergers) or compulsory legal 220 process or as requested by a governmental authority (in which case you agree to the extent reasonably practicable and permitted under applicable law to inform us promptly (and, in all events, within three Business Days, to 221 the extent not prohibited by law or regulation) thereof), (ciii) in filings with upon the request or demand of any regulatory 222 authority having jurisdiction over the Borrower or any of its respective affiliates (including, without limi- 223 tation, the SEC and other applicable regulatory authorities and stock exchanges, as required by law, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Fee stock exchange) and Syndication Letter or the transactions contemplated thereby or enforcement hereof and thereof, (eiv) you may disclose the aggregate fee amounts contained in this Fee and Syndication Letter in financial statements or as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility or in any public filing relating to the Transactions, (f) if the Lead Arranger consents to such disclosure and (g) as required pursuant to the Takeover Code or by the Panel; provided, that with respect to this clause (g), you and the Lead Arranger Cash Confirmation Advisor. 224 The Commitment Parties shall consult prior to such disclosure. BofA will treat as confidential use all confidential information provided to it them by you or on your 225 behalf of you hereunder solely for the purpose of providing the services which are the subject of this Syn- 226 dication Letter and otherwise in accordance connection with the terms set forth in Section 10.07 Transaction and shall maintain the confidentiality of 227 all such information; provided, however, that nothing herein shall prevent the Credit Agreement as in effect on the date hereof, as if Commitment Parties from 228 disclosing any such information (i) pursuant to the order of any court or administrative agency or in any 229 pending legal or administrative proceeding, or otherwise as required by applicable law or regulation or 230 compulsory legal process (in which case the Commitment Parties agree to inform you promptly thereof 231 (and, in all events, within five Business Days, to the extent not prohibited by law or regulation) prior to 232 such information were “Information” thereunder and disclosure to the extent not prohibited by law, rule or regulation), (ii) each reference therein upon the request or demand of 233 any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affili- 234 ates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure 235 in violation of this Syndication Letter by the Commitment Parties, (iv) to the Commitment Parties’ affili- 236 ates, employees, legal counsel, independent auditors and other experts or agents who need to know such 237 information in connection with the Transaction and agree to maintain the confidential nature of such in- 238 formation, (v) for purposes of establishing a “Lenderdue diligence” was defense, (vi) to the extent that such infor- 239 mation is received by the Commitment Parties from a reference third party that is not to BofA; provided the Commitment Parties’ 240 knowledge subject to confidentiality obligations to you, (vii) to the extent that such information is inde- 241 pendently developed by the provisions Commitment Parties, (viii) to potential or prospective Bridge Lenders, partic- 242 ipants or assignees and to any direct or indirect contractual counterparty to any swap or derivative trans- 243 action relating to the Borrower or any of its subsidiaries, in each case who agree to be bound by the terms 244 of this paragraph shall (or language substantially similar to this paragraph or as otherwise reasonably accepta- 245 ble to you and each Commitment Party, including as may be agreed in any event confidential information 246 memorandum or other marketing material) or (ix) to the Cash Confirmation Advisor. This paragraph shall 247 terminate two years from on the second anniversary of the date hereof. 248 You acknowledge that BofA the Commitment Parties or its respective their affiliates may be providing financing fi- 249 nancing or other services to parties whose interests may conflict with yours. BofA agrees The Commitment Parties 250 agree that it they will not furnish confidential information obtained from you to any of their other customers 251 and will treat confidential information relating to the Borrower, the Acquired Business Companies and their respective affiliates with the 252 same degree of care as they treat their own confidential information and otherwise subject to the immediately preceding paragraphinformation. BofA The Commitment Parties further advises 253 advise you that it they will not make available to you confidential information that they have obtained or 254 may obtain from any other customer. In Subject to the immediately preceding paragraph, in connection with 255 the services and transactions contemplated hereby, you agree that BofA is the Commitment Parties are permitted 256 to access, use and share, subject to the immediately preceding paragraph, share with any of its their bank or non-bank affiliates, agents, advisors (legal or otherwise) 257 or representatives any information concerning the Borrower, the Acquired Business Companies or any of their respective affiliates that is or 258 may come into the possession of BofA the Commitment Parties or any of such affiliates. 259 In connection with all aspects of each transaction contemplated by this Fee and Syndication LetterLet- 260 ter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (ai) each of the 261 Bridge Facility Facilities and any related arranging or other services described in this Fee and Syndication Letter with respect thereto is an 262 arm’s-length commercial transaction between you and your affiliates, on the one hand, and BofAthe Commit- 263 ment Parties, on the other hand, (bii) BofA has the Commitment Parties have not provided any legal, accounting, 264 regulatory or tax advice with respect to any of the financing transactions contemplated hereby and you have consulted con- 265 sulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, 266 (ciii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions trans- 267 actions contemplated hereby, (div) in connection with the financing each transaction contemplated hereby and the process pro- 268 cess leading to such financingtransaction, BofA and except in its capacity as Financial Advisor, each of the Commitment 269 Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting 270 as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or 271 any other party,, (v) except in its capacity as Financial Advisor, the Commitment Parties have not assumed 272 and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with 273 respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of 274 whether any of the Commitment Parties has advised or is currently advising you or your affiliates on oth- 275 er matters) and the Commitment Parties have no obligation to you or your affiliates with respect to the 276 transactions contemplated hereby except those obligations expressly set forth in this Syndication Letter 277 and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of trans- 278 actions that involve interests that differ from yours and those of your affiliates, and the Commitment Par- 279 ties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent 280 permitted by law, you hereby waive and release any claims that you may have against the Commitment 281 Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any 282 aspect of any transaction contemplated by this Syndication Letter. 283 In addition, please note that Xxxxxxx Xxxxx has been retained by you as financial advisor 284 (in such capacity, the “Financial Advisor”) in connection with the Target Acquisition. You agree to such 285 retention, and further agree not to assert any claim you might allege based on any actual or potential con- 286 flicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Fi- 287 nancial Advisor, and on the other hand, our and our affiliates’ relationships with you as described and 288 referred to herein. 289 The Commitment Parties hereby notify you that pursuant to the requirements of the USA 290 PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “U.S.A. Patriot Act”), 291 each of them is required to obtain, verify and record information that identifies you, which information 292 includes your name and address and other information that will allow the Commitment Parties, as appli- 293 cable, to identify you in accordance with the U.S.A. Patriot Act. 294 6. Survival of Obligations. The provisions of Sections 2, 3, 4, 5 and 7 shall remain 295 in full force and effect notwithstanding the termination of this Syndication Letter or any obligation or un- 296 dertaking of the Commitment Parties hereunder, except that the provisions of Sections 2 and 3 shall not 297 survive if the obligations and undertakings of the Commitment Parties are terminated prior to the funding 298 of the Bridge Facilities.

Confidentiality and Other Obligations. Neither this This Commitment Letter and the Fee Letter and Syndication Letter nor the contents hereof and thereof are confidential and, may not be disclosed in whole or in part to any of its terms person or substance shall entity without our prior written consent (such approval not to be disclosed, directly unreasonably withheld or indirectlydelayed) except (i) on a confidential basis, to any other person except (a) to your affiliates and your and your affiliates’ directors, officers, directors, employees, stockholders, partners, members, accountants, attorneys and other professional advisors who are directly involved in connection with the consideration Transactions, (ii) following your acceptance of the provisions hereof and your return of an executed counterpart of this matter Commitment Letter to the Lead Arrangers as provided below, you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter or the contents thereof) in any offering memoranda relating to the Bridge Facility, in any syndication or other marketing materials in connection with the Bridge Facility or in connection with any public filing relating to the Transactions, (iii) following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter to the Lead Arrangers as provided below, you may file a copy of any portion of this Commitment Letter (but not the Fee Letter) in any public record in which it is required by law to be filed, (iv) you may disclose, on a confidential and need-to-know basis, the existence and contents of this Commitment Letter, including Exhibit A (bbut not the Fee Letter) as may be compelled to any rating agency or any prospective Lenders to the extent necessary to satisfy your obligations or the conditions hereunder, (v) pursuant to the order of any court or administrative agency in a any pending legal, judicial or administrative proceeding proceeding, or otherwise as otherwise required by applicable law, regulation, compulsory legal process or as to the extent requested or required by a governmental authority and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree your agree, to the extent reasonably practicable and permitted under not prohibited by applicable law law, to inform us promptly thereof), (c) in filings with the SEC and other applicable regulatory authorities and stock exchanges, as required by law, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Fee and Syndication Letter or the transactions contemplated thereby or enforcement hereof and thereof, (evi) you may disclose the aggregate fee amounts contained in this the Fee and Syndication Letter in financial statements or as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility or in any public filing relating to the TransactionsTransactions (which in the case of such public filing may indicate the existence of the Fee Letter), (fvii) if in connection with the Lead Arranger consents to such disclosure exercise of any remedy or enforcement of any right under this Commitment Letter and the Fee Letter and (gviii) as required pursuant this Commitment Letter and the Fee Letter (redacted in a manner reasonably satisfactory to us) may be disclosed to the Takeover Code or by the Panel; providedAcquired Business, that their respective subsidiaries and their officers, directors, employees, affiliates, independent auditors (but only with respect to this clause (gCommitment Letter), legal counsel and other legal advisors on a confidential basis in connection with their consideration of the Transactions. Each Commitment Party shall use all information provided to them by or on behalf of you hereunder or in connection with the Acquisition or the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Lead Arranger Transactions and shall consult treat confidentially all such information and shall not disclose such information; provided, however, that nothing herein shall prevent the Commitment Parties or their respective affiliates from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties agree to inform you promptly thereof prior to such disclosure. BofA will treat as disclosure to the extent not prohibited by law, rule or regulation (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in each case such Commitment Party agrees to inform you promptly thereof prior to disclosure to the extent not prohibited by law, rule or regulation), (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by the Commitment Parties or any of their respective affiliates, (iv) to the Commitment Parties’ affiliates, directors, officers, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential all confidential nature of such information and who are either subject to customary confidentiality obligations of employment or professional practice, or who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the Commitment Parties shall be responsible for their affiliates’ compliance in keeping such information confidential, (v) for purposes of establishing a “due diligence” defense, (vi) to it the extent that such information is received by the Commitment Parties from a third party that is not to any of the Commitment Parties’ knowledge subject to confidentiality obligations to you or any of your affiliates, (vii) to the extent that such information is independently developed by the Commitment Parties, (viii) to actual or prospective, direct or indirect counterparties (or their advisors) to any swap or derivative transaction relating to the Borrower, the Acquired Business or any of their respective subsidiaries or any of their respective obligations; provided that the disclosure of any such information to any actual or prospective, direct or indirect counterparty (or their advisors) to any such swap or derivative transaction shall be made subject to the acknowledgment and acceptance by such counterparty (and their advisors, as applicable) that such information is being disseminated on your behalf hereunder in accordance with a confidential basis (on substantially the terms set forth in Section 10.07 this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party) in accordance with customary market standards for dissemination of such type of information or (vix) to potential Lenders, participants or assignees who agree to be bound by the Credit Agreement as in effect on the date hereof, as if (i) such information were “Information” thereunder and (ii) each reference therein to a “Lender” was a reference to BofA; provided that the provisions terms of this paragraph shall (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any event confidential information memorandum or other marketing material). This paragraph shall terminate two years from on the second anniversary of the date hereof. You acknowledge that BofA the Commitment Parties or its respective their affiliates may be providing financing or other services to parties whose interests may conflict with yours. BofA agrees The Commitment Parties agree that it they will not furnish confidential information obtained from you to any of their other customers and will treat confidential information relating to the Borrower, the Acquired Business and their respective affiliates with the same degree of care as they treat their own confidential information and otherwise subject to the immediately preceding paragraph. BofA The Commitment Parties further advises advise you that it they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that BofA is the Commitment Parties are permitted to access, use and share, subject to the immediately preceding paragraph, with any of its their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Borrower, the Acquired Business or any of their respective affiliates that is or may come into the possession of BofA the Commitment Parties or any of such affiliates. In connection with all aspects of each transaction contemplated by this Fee and Syndication Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (ai) the Bridge Facility and any related arranging or other services described in this Fee and Syndication Commitment Letter with respect thereto is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and BofAthe Commitment Parties, on the other hand, (bii) BofA has the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the financing transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (ciii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (div) in connection with the financing each transaction contemplated hereby and the process leading to such financingtransaction, BofA each of the Commitment Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party,, (v) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters) and the Commitment Parties have no obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

Confidentiality and Other Obligations. Neither this This Commitment Letter (including the Annexes hereto) and the Fee Letter and Syndication Letter nor any of its terms the contents hereof and thereof are confidential and, except for the disclosure hereof or substance shall be disclosed, directly or indirectly, to any other person except (a) thereof on a confidential basis to your officers, directors, employees, stockholders, partners, membersofficers and other senior management, accountants, attorneys and other professional advisors who are directly involved retained in connection with the consideration of Transactions, may not be disclosed in whole or in part to any person without our prior written consent; provided, however, that you may disclose this matter Commitment Letter (including the Annexes hereto), but not the Fee Letter or the contents thereof (other than disclosure thereof in mutually agreed redacted form to Saturn pursuant to the following clause (a)), (a) on a confidential basis to the directors, officers and need-to-know basisother senior management, attorneys and other professional advisors of Saturn in connection with their consideration of the Acquisition and the other Transactions, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by lawafter your acceptance of this Commitment Letter and the Fee Letter, regulation, compulsory legal process or as requested by a governmental authority (in which case you agree to the extent reasonably practicable and permitted under applicable law to inform us promptly thereof), (c) in filings with the SEC Securities and Exchange Commission and other applicable regulatory authorities and stock exchangesexchanges (which may specify the aggregate amount of fees to the extent required to be disclosed), (c) after written notice to us (to the extent permitted by law) of any legally required disclosure, as otherwise required by law, and (d) to the extent required in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Fee and Syndication Letter or the transactions contemplated thereby or enforcement hereof and thereof, (e) you may disclose the aggregate fee amounts contained in this Fee and Syndication Letter in financial statements or as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility or in any public filing relating to the Transactions, (f) if the Lead Arranger consents to such disclosure and (g) as required pursuant to the Takeover Code or by the Panel; provided, that with respect to this clause (g), you and the Lead Arranger shall consult prior to such disclosure. BofA will treat as confidential all confidential information provided to it by you or on your behalf hereunder in accordance with the terms set forth in Section 10.07 of the Credit Agreement as in effect on the date hereof, as if (i) such information were “Information” thereunder and (ii) each reference therein to a “Lender” was a reference to BofA; provided that the provisions enforcement of this paragraph shall in any event terminate two years from the date hereofCommitment Letter and related documents. You acknowledge that BofA the Commitment Parties or its respective their affiliates may be providing financing or other services to parties persons whose interests may conflict with yours. BofA Consistent with each Commitment Party’s policy to hold in confidence the affairs of its customers, such Commitment Party agrees that it will not to furnish confidential information obtained from you to any of their its other customers and will to treat confidential information relating to the Borroweryou, the Acquired Business Saturn and their your and its respective affiliates with the same degree of care as they treat their it treats its own confidential information and otherwise subject to the immediately preceding paragraphinformation. BofA further advises you You also acknowledge that it no Commitment Party will not make available to you confidential information that they have it has obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that BofA is the Commitment Parties are permitted to access, use and share, subject to the immediately preceding paragraph, share with any of its their respective bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Borroweryou, the Acquired Business Saturn or any of their your or its respective affiliates that is or may come into the possession of BofA the Commitment Parties or any of such affiliates. In connection with all aspects of each transaction contemplated by this Fee and Syndication Letterhereby, you acknowledge and agree, and acknowledge your affiliates’ understanding, agree that: (a) the Bridge Facility Facilities and any related arranging or other services described in this Fee and Syndication Commitment Letter with respect thereto is an are arm’s-length commercial transaction transactions between you and your affiliates, on the one hand, and BofAeach Commitment Party, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (b) BofA in connection with each transaction contemplated hereby and the process leading to such transaction, each Commitment Party is and has been acting solely as a principal and is not acting as an agent or fiduciary for you or any of your affiliates, equityholders, creditors or employees or any other person; (c) none of the Commitment Parties has assumed or will be deemed to assume an advisory (except as otherwise expressly agreed in writing by the relevant parties) or fiduciary responsibility in favor of you or any of your affiliates, equityholders, creditors or employees or any other person with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters), and none of the Commitment Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter; (d) each Commitment Party and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of you and your affiliates, and no Commitment Party has any obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (e) none of the Commitment Parties has provided any legal, accounting, regulatory or tax advice with respect to any of the financing transactions contemplated hereby hereby, and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, (c) to the fullest extent permitted by law, any claims that you are capable of evaluating, and understand and accept, the terms, risks and conditions may have against any of the transactions contemplated herebyCommitment Parties with respect to any breach or alleged breach of fiduciary duty. In addition, you acknowledge that you have retained each of Citi and an affiliate of Bank of America as financial advisors (din such capacity, each a “Financial Advisor”) in connection with the financing contemplated Acquisition. You agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of any such Financial Advisor and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein. Each Commitment Party hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), such Commitment Party is required to obtain, verify and record information that identifies the Borrower and the process leading Guarantors, which information includes the Borrower’s and the Guarantors’ names and addresses and other information that will allow such Commitment Party to such financing, BofA has been, is, identify the Borrower and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party,the Guarantors in accordance with the Act.

Confidentiality and Other Obligations. Neither this This Commitment Letter and the Fee Letters and Syndication Letter nor any of its terms the contents hereof and thereof are confidential and, may not be disclosed in whole or substance shall be disclosed, directly or indirectly, in part to any other person or entity without the prior written consent of the Lead Arrangers (not to be unreasonably withheld, conditioned or delayed) except (ai) this Commitment Letter and the Fee Letters may be disclosed (A) on a confidential basis to your directors, officers, directors, employees, stockholders, partners, members, accountants, attorneys and other representatives and professional advisors and those of your affiliates who need to know such information in connection with the Transaction and are directly involved in informed of the consideration confidential nature of this matter on a confidential and need-to-know basissuch information, (bB) as may be compelled in a judicial pursuant to the order of any court or administrative proceeding agency in any pending legal or administrative proceeding, or otherwise as otherwise required by law, regulation, applicable law or compulsory legal process or as requested by a governmental authority based on the reasonable advice of your legal counsel (in which case you agree to inform the Lead Arrangers promptly thereof prior to such disclosure to the extent permitted by applicable law), and (C) on a confidential basis to the directors, officers, employees, accountants, attorneys and other representatives and professional advisors of the Acquired Business in connection with their consideration of the Transaction, provided that the Fee Letters are redacted in a manner reasonably practicable satisfactory to the Lead Arrangers, (ii) Annex I and permitted Annex II and the existence of this Commitment Letter and the Fee Letters (but not the contents of the Commitment Letter and the Fee Letters) may be disclosed to Xxxxx’x and S&P and any other rating agency on a confidential basis, (iii) the aggregate amount of the fees (including upfront fees and original issue discount) payable under applicable law the Fee Letters may be disclosed as part of generic disclosure regarding sources and uses for closing of the Facilities (but without disclosing any specific fees, market flex or other economic terms set forth therein or to inform us promptly thereofwhom such fees or other amounts are owed), (civ) in filings with the SEC Commitment Letter and other applicable regulatory authorities and stock exchangesthe Fee Letters may be disclosed on a confidential basis to your auditors after the Closing Date for customary accounting purposes, as required by lawincluding accounting for deferred financing costs, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Fee and Syndication Letter or the transactions contemplated thereby or enforcement hereof and thereof, (ev) you may disclose the aggregate fee amounts contained in this Commitment Letter (but not the Fee Letters) and Syndication Letter in financial statements or as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility or its contents in any proxy or other public filing relating to the TransactionsAcquisition, (fvi) if the Commitment Letter and the Fee Letters may be disclosed to a court, tribunal or any other applicable administrative agency or judicial authority in connection with the enforcement of your rights hereunder (in which case you agree to inform the Lead Arranger consents Arrangers promptly thereof prior to such disclosure to the extent permitted by applicable law), and (gv) as required pursuant you many disclose the existence and contents of the Commitment Letter to potential Lenders and participants in connection with their consideration of the Takeover Code or by Transaction. This paragraph shall terminate on the Panel; providedearlier of (a) execution and delivery of the Credit Documentation and (b) the date that is twelve months from March 16, that with respect to this clause (g), you and the Lead Arranger 2016. The Commitment Parties shall consult prior to such disclosure. BofA will treat as confidential use all confidential information provided to it them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Transaction and shall treat confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties agree to inform you promptly thereof to the extent not prohibited by law, rule or regulation), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by the Commitment Parties, (iv) to the Commitment Parties’ affiliates, employees, legal counsel, independent auditors and other experts, professionals or agents who need to know such information in connection with the Transaction and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) to the extent that such information is received by a Commitment Party from a third party that is not to the applicable Commitment Party’s knowledge subject to confidentiality obligations to you, (vii) to the extent that such information is independently developed by the Commitment Parties, (viii) to potential Lenders, participants, assignees or any direct or indirect contractual counterparties to any swap or derivative transaction relating to you or on your behalf hereunder obligations under the Facilities (other than Disqualified Institutions), in accordance with each case, who agree to be bound by the terms set forth of this paragraph (or language not less restrictive than this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in Section 10.07 any confidential information memorandum or other marketing material), (ix) to Xxxxx’x and S&P, and to Bloomberg, LSTA and similar market data collectors with respect to the syndicated lending industry; provided that such information is supplied only on a confidential basis and does not include copies of the Fee Letters, or (x) with your prior written consent. This paragraph shall terminate on the earlier of (a) execution and delivery of the Credit Agreement as in effect on Documentation and (b) the date hereofthat is twelve months from March 16, as if (i) such information were “Information” thereunder and (ii) each reference therein to a “Lender” was a reference to BofA; provided that the provisions of this paragraph shall in any event terminate two years from the date hereof2016. You acknowledge that BofA the Commitment Parties or its respective their affiliates may be providing financing or other services to parties whose interests may conflict with yours. BofA agrees The Commitment Parties agree that it they will not furnish confidential information obtained from you to any of their other customers and will treat confidential information relating to the Borrower, the Acquired Business Companies and their respective affiliates with the same degree of care as they treat their own confidential information and otherwise subject to the immediately preceding paragraphinformation. BofA The Commitment Parties further advises advise you that it they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that BofA is the Commitment Parties are permitted to access, use and share, subject to the immediately preceding paragraph, share with any of its their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Borrower, the Acquired Business Companies or any of their respective affiliates that is or may come into the possession of BofA the Commitment Parties or any of such their respective affiliates. In connection with all aspects of each transaction contemplated by this Fee and Syndication Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (ai) each of the Bridge Facility Facilities and any related arranging or other services described in this Fee and Syndication Commitment Letter with respect thereto is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and BofAthe Commitment Parties, on the other hand, (bii) BofA has the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the financing transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (ciii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (div) in connection with the financing transactions contemplated hereby and the process leading to such financingtransactions, BofA each of the Commitment Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, fiduciary for you or any of your affiliates, stockholders, creditors or employees or any other party,, (v) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the financing transactions contemplated hereby or the process leading thereto, and the Commitment Parties have no obligation to you or your affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter, and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law and without limiting the provisions of paragraph 4(b), you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any financing transaction contemplated by this Commitment Letter.