Each of the Commitment Parties and their respective affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder (including, without limitation, the Projections, the information contained in the Information Materials and any other Information provided by you that is not identified or marked clearly by you as “PUBLIC”) solely for the purpose of providing the services which are the subject of this Commitment Letter in connection with the transactions contemplated hereby and shall treat confidentially all such information; provided that nothing herein shall prevent the Commitment Parties from disclosing any such information (a) 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 such Commitment Party, to the extent permitted by law, will use commercially reasonable efforts to notify the Company prior to any such disclosure in order to permit the Company to object to or seek a protective order against such disclosure; and, further, to cooperate on a reasonable basis, at the Company’s sole expense, with any such efforts to object to or seek a protective order against such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over any of the Commitment Parties or any of their respective affiliates (in which case such Commitment Party, to the extent practicable and not prohibited by applicable law or regulation, agree to inform you promptly thereof (except with respect to any audit or examination conducted by bank accountants or any governmental authority exercising examination or regulatory authority)), (c) to the extent that such information becomes publicly available other than by reason of disclosure by any of the Commitment Parties or any of their respective affiliates in contravention of this paragraph, (d) to the extent that such information is received by any of the Commitment Parties from a third party that is not to its knowledge subject to confidentiality obligations to you, (e) to the extent that such information is independently developed by any of the Commitment Parties without reference to any of the Company’s confidential information, (f) to any of the Commitment Parties respective affiliates and their respective employees, legal counsel, independent auditors and other experts or agents, and solely on a need-to-know basis in connection with the Senior Credit Facilities and the transactions contemplated hereby, and provided such persons and entities are informed of the confidential nature of such information and agree or are otherwise obligated to hold such information in confidence, (g) to prospective Lenders and prospective arrangers, participants or assignees in respect of the Senior Credit Facilities, in each case who agree to be bound by standard confidentiality provisions in accordance with the customary loan market syndication practices for dissemination of such information, (h) for purposes of establishing a “due diligence” defense or (i) in connection with the exercise of any remedies hereunder or under the Fee Letter or any action or proceeding relating to this Commitment Letter or the Fee Letter or the enforcement of rights hereunder or thereunder.