Parent and its subsidiaries each agree that this Commitment Letter and the Fee Letter are for its confidential use only and that neither their existence nor the terms hereof will be disclosed by it to any person other than its subsidiaries and the officers, directors, employees, managers, members, partners, equity holders, accountants, attorneys and other advisors of Parent and its subsidiaries (the “ Borrower Representatives ”), and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby; provided , that , Parent may disclose this Commitment Letter and the contents hereof and, except to the extent specified below, the Fee Letter and the contents thereof: (a) as may be compelled in (i) a judicial or administrative proceeding or in any proceeding or pursuant to the order of any court or administrative agency or upon the request or demand of any regulatory authority or (ii) as otherwise required by law or in any required filings with the Securities and Exchange Commission and to the extent required by applicable regulatory authorities or stock exchanges (but, with respect to this clause (ii) in the case of the Fee Letter and the contents thereof, only as part of disclosure of aggregate sources and uses with respect to the Transactions); (b) to the Acquired Company and its controlling persons and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of any of the foregoing who are directly involved in the consideration of this matter, in each case on a confidential and “need to know” basis in connection with the transactions contemplated hereby (but in the case of the Fee Letter and the contents thereof, redacted in respect of the amounts, percentages and basis points of compensation set forth therein and the pricing and other terms); (c) in syndication or other marketing materials relating to the ABL Facility (but in the case of the Fee Letter and the contents thereof, only as part of disclosure of aggregate sources and uses with respect to the Transactions) or (d) with the prior written consent of Lead Arrangers. Notwithstanding anything herein, neither Commitment Party is holding Parent or any of its subsidiaries or any other party hereto to any confidentiality obligations with respect to any U.S. federal or state tax material provided, or federal or state tax comments made, by either Commitment Party or any of their affiliates, officers, employees or agents.