Common use of Public Disclosure; Confidentiality Clause in Contracts

Public Disclosure; Confidentiality. (a) This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal). (b) Notwithstanding anything herein to the contrary, the Affinion Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Act. (c) Notwithstanding anything herein to the contrary, the Parties may enter into discussions with principals, employees, agents or professionals of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated herein; provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion Holdings.

Public Disclosure; Confidentiality. (a) This The parties hereto acknowledge that Buyer and Seller have previously executed a non-disclosure agreement dated on or about June 17, 2009 (the “Confidentiality Agreement, as well as ”) which shall continue in full force and effect in accordance with its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this Agreement. The Seller Parties, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties Seller Subsidiaries and their respective Affiliates shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of not issue any press release and or other public documents that constitute disclosure of the existence or terms of this Agreement or any amendment statement relating to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each casehereby, without the prior written consent approval of such Consenting Stakeholder; provided that (i) if such disclosure is required Buyer, except as reasonably necessary to obtain the necessary consents of third parties contemplated by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwiseas required by applicable Legal Requirements, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal)regulation, or securities exchange listing agreement. (b) Notwithstanding anything herein Each Seller Party covenants and agrees with Buyer that from and at all times after the Closing, all confidential and/or proprietary information relating to the contraryPurchased Assets, including any trade secrets (collectively, “Confidential Information”), will be held in strict confidence by the Affinion Seller Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Act. (c) Notwithstanding anything herein to the contrary, the Parties may enter into discussions with principals, employees, agents or professionals and any representatives of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated hereinSeller Parties; provided, however, that prior the Seller Parties shall not have any restrictive obligation with respect to any Consenting Stakeholder engaging Confidential Information which (i) is available to the general public, (ii) is or becomes publicly known through no wrongful act or omission of the Seller Parties, (iii) is known by the Seller Parties without any proprietary restrictions by the furnishing/disclosing party at the time of receipt of such Confidential Information, or (iv) is disclosed with the prior written consent of Buyer. The Seller Parties may disclose Confidential Information to the extent required pursuant to a valid Order or regulation of a competent Authority but shall otherwise continue to hold the disclosed Confidential Information in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder strict confidence. Each Seller Party acknowledges that the foregoing persons have entered into confidentiality agreements withremedy at law for any breach by it of its obligations under this Section 4.3(b) is inadequate and that Buyer shall be entitled to equitable remedies, or otherwise owe a duty including an injunction, in the event of trust or confidence to, Affinion Holdingsbreach by any Seller Party.

Public Disclosure; Confidentiality. (a) This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties No party shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of issue any press release and or otherwise make any public documents that constitute statement or make any other public (or non-confidential) disclosure of the existence (whether or terms of this Agreement or any amendment not in response to an inquiry) regarding the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each casehereby, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure each of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders Purchaser and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entitythe Members’ Representative. Notwithstanding the provisions foregoing, Purchaser may include disclosures relating to this Agreement and the transactions contemplated herein in this Section 31Purchaser’s filings with the SEC, and otherwise as required by the SEC and NASDAQ, without seeking approval from, or consulting with, any Party may disclose other parties hereto; provided, that Purchaser will make good faith efforts to provide the Members’ Representative with written notice of any such disclosures, except to the extent consented to in writing by a Consenting Stakeholder that any such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect disclosures are substantially similar to the holdings of each Consenting Stakeholder (provided that the holdings disclosed information contained in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal)previous public disclosures made by Purchaser. (b) Notwithstanding anything The terms of that certain Mutual Confidentiality Agreement, dated December 12, 2013, between the Company and Purchaser (the “Confidentiality Agreement”) are hereby incorporated herein by reference and will continue in full force and effect until the Closing, at which time such Confidentiality Agreement will terminate; provided, however, that, from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement, the Members will, and will cause their respective officers, directors, employees, Representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the contrarydiscussions and negotiations between the parties regarding this Agreement and the transactions contemplated hereby and all confidential information relating to the Company and the Company Subsidiaries. If this Agreement is, for any reason, terminated prior to the Closing, the Affinion Parties shall be permitted to make such public disclosures Confidentiality Agreement will nonetheless continue in full force and effect in accordance with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Actits terms. (c) Notwithstanding anything herein to From and after the contrarydate hereof, neither the Parties may enter into discussions with principalsMembers’ Representative nor any Member will, and the Members’ Representative and each Member will cause its directors, officers, employees, agents Representatives and Affiliates not to, directly or professionals indirectly, disclose, reveal, divulge or communicate to any Person, or use or otherwise exploit for its own benefit or for the benefit of anyone, any Confidential Information (as that term is defined in the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated hereinConfidentiality Agreement); provided, however, that any Investor Member and its Affiliates shall be permitted to disclose Confidential Information to any of its attorneys, accountants, advisors, agents, representatives, limited partners, prospective limited partners, portfolio companies and prospective portfolio companies who have a written obligation of confidentiality to such Investor Member or its Affiliates. Neither the Members’ Representative nor any Member will have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Legal Requirements; provided, however, that in the event disclosure is required by applicable Legal Requirement (other than routine regulatory examinations in the case of the Investor Member and its Affiliates), the Members’ Representative or Member (as applicable) will, to the extent permitted by applicable Legal Requirement, provide Purchaser and the Company with prompt notice of such requirement prior to making any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder disclosure so that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion Holdingsapplicable party may seek an appropriate protective order.

Public Disclosure; Confidentiality. (a) This Agreement, as well as its terms, its existenceThe Parties will, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by will cause their respective Affiliates and among any of the Parties as of the date hereof; providedRepresentatives to, however, that after the public announcement by any of the Affinion Parties of the entry into keep this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to information regarding the transactions contemplated by this Agreement confidential; provided, that, notwithstanding the foregoing (a) the Parties may generally disclose to commercial counterparties that the Buyers have acquired and assumed the Transferred Assets and the Assumed Liabilities, provided that the Purchase Price will not be disclosed, and (b) not the Buyers and their Affiliates may issue any a press release or other public announcement regarding this Agreement and the transactions contemplated hereby, subject to the advance written consent of the Sellers’ Representative of the form, timing and content of such press release or make any such other public statement announcement (which shall not be unreasonably withheld, conditioned or filing prior delayed by the Sellers’ Representative, other than with respect to such consultation and review and the receipt disclosure of the prior Purchase Price, consent of to which the otherSellers’ Representative can withhold for any reason). Notwithstanding anything to the contrary in the foregoing, unless the Buyers and Sellers and Sellers’ Representative and their Affiliates may make such disclosures as required or advisable (by applicable law its in-house or regulations external legal counsel) to comply with Law (including the Securities and Exchange Commission or the rules of any applicable stock exchange or governmental authoritynational market system), in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (includingmay include, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such unredacted disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public and/or filing of this Agreement, disclosure of the Purchase Price and other financial information regarding the Business with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal)Securities and Exchange Commission. (b) Notwithstanding anything The terms of the Confidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate. If the Agreement is terminated prior to the contraryClosing, then the Affinion Parties Confidentiality Agreement shall be permitted to make such public disclosures continue in full force and effect in accordance with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Actits terms. (c) Notwithstanding anything herein Each Seller covenants and agrees with Buyers that, from and at all times after the Closing, all confidential and/or proprietary information relating to the contraryTransferred Assets, the Parties may enter into discussions Assumed Liabilities and the Business, including any trade secrets, will be held in strict confidence by such Seller and will not be disclosed or used by such Seller or any Affiliate thereof, except to the extent such information: (i) is disclosed by such Seller, in each case with principalsBuyers’ prior written consent, employees(ii) is disclosed to any Affiliate of such Seller, agents or professionals but only to the extent such Affiliate has been made aware of the Lenders confidentiality obligations of such Seller and such Affiliate has agreed to abide by and be bound by the Administrative Agentconfidentiality obligations hereof (provided, the Second Lien Lendersthat Sellers shall be responsible for any breach thereof by such Affiliate), the Noteholders and the Trustee, and holders of Company Common Stock or (including of Class C/D Common Stockiii) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated hereinis required to be disclosed by an applicable Law; provided, howeverthat with respect to such compelled disclosure (A) if permitted by applicable Law, the Sellers’ Representative promptly provides written notice to Buyers so that Buyers have the opportunity to respond thereto and resist such disclosure or obtain a protective order, confidential treatment or other similar protection and (B) Sellers shall cooperate reasonably with Buyers’ efforts (at Buyers’ expense) to resist such disclosure and obtain a protective order, confidential treatment or other similar protection. If Buyers elect not to seek, or are unsuccessful in obtaining, any such protective order, confidential treatment or other similar protection in connection with any requirement that any Seller disclose such information, then such Seller may disclose such information to the extent legally required; provided, that such Seller shall use commercially reasonable efforts to ensure that such information is treated confidentially by each Person to whom it is disclosed. (d) Each Buyer covenants and agrees with Sellers that, from and at all times after the Closing, all confidential and/or proprietary information relating to the Parent, including any trade secrets but excluding any confidential information that are included in the Transferred Assets, will be held in strict confidence by such Buyer and will not be disclosed or used by such Buyer or any Affiliate thereof, except to the extent such information: (i) is disclosed by such Buyer, in each case with Sellers’ prior written consent, (ii) is disclosed to any Consenting Stakeholder engaging in Affiliate of such discussionsBuyer, Affinion Holdings but only to the extent such Affiliate has confirmed been made aware of the confidentiality obligations of such Buyer and such Affiliate has agreed to abide by and be bound by the confidentiality obligations hereof (provided, that Buyer shall be responsible for any breach thereof by such Affiliate), or (iii) is required to be disclosed by an applicable Law; provided, that with respect to such Consenting Stakeholder compelled disclosure (A) if permitted by applicable Law, the Buyers promptly provides written notice to Sellers so that Sellers have the foregoing persons have entered into confidentiality agreements withopportunity to respond thereto and resist such disclosure or obtain a protective order, confidential treatment or other similar protection and (B) Buyers shall cooperate reasonably with Sellers’ efforts (at Sellers’ expense) to resist such disclosure and obtain a protective order, confidential treatment or other similar protection. If Sellers elect not to seek, or otherwise owe a duty of trust are unsuccessful in obtaining, any such protective order, confidential treatment or confidence toother similar protection in connection with any requirement that any Buyer disclose such information, Affinion Holdingsthen such Buyer may disclose such information to the extent legally required; provided, that such Buyer shall use commercially reasonable efforts to ensure that such information is treated confidentially by each Person to whom it is disclosed.

Public Disclosure; Confidentiality. (a) This Notwithstanding anything to the contrary contained in this Agreement, except as well as its termsmay be required to comply with the requirements of any applicable Law (in which case, its existencethe party required by applicable Law to make such disclosure shall provide notice to the other party in advance of such disclosure to the extent reasonably practicable), from and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of after the date hereof, neither Buyer, Merger Sub, the Company nor the Stockholders’ Representative shall make any press release or similar public announcement or communication relating to this Agreement unless specifically approved in advance by Buyer, the Company and the Stockholders’ Representative, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties party proposing to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of issue any press release or similar public announcement if required by any applicable Law shall use commercially reasonable efforts to consult in good faith with the other parties before doing so. (b) From and public documents that constitute disclosure of after the existence or terms date of this Agreement or any amendment and prior to the Closing, each of Buyer, Merger Sub, the Company and the Stockholders’ Representative shall, and shall cause each of their respective Affiliates to, keep confidential the terms of this Agreement at least one and the Ancillary Agreements and the negotiations relating thereto (1collectively, the “Confidential Information”) day before making except (i) to the extent that any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each Confidential Information must be disclosed to obtain the Regulatory Approvals or any other before issuing any press release required regulatory approvals or otherwise making any public statement or filing with respect consents relating to the transactions contemplated by this Agreement and or any Ancillary Agreement, (bii) not issue for disclosures otherwise made in satisfaction of any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of obligations under this Agreement or disclosures made to the otherEscrow Agent or its counsel or to the Financing Sources or their counsel, unless (iii) to the extent reasonably required by applicable law Law (including securities laws) or the rules and regulations of any applicable stock exchange the Nasdaq Stock Market or governmental authorityto the extent disclosed in order to pursue (or defend against) a Litigation or claim permitted pursuant to this Agreement, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as party required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors Law to make such disclosure shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors provide notice to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment party in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented reasonably practicable, (iv) as made public prior to the date of this Agreement by either party not in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing violation of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect (v) to the holdings of Women’s Health Buyer, and (vi) each Consenting Stakeholder (provided that the holdings disclosed such Person may disclose such information to such Person’s equityholders or Affiliates or to any Stockholder, and their respective Representatives, in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal). (b) each case on a confidential basis. Notwithstanding anything herein to the contrary, nothing herein shall restrict any Fully Diluted Common Holder, the Affinion Parties shall be permitted to make such public disclosures Stockholders’ Representative or any of their respective Affiliates and their respective affiliated funds from disclosing its or their investment in, or information with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant respect to the Exchange Actperformance of or realization on, their investment in the Company or any of its Subsidiaries, after the Closing. (c) Notwithstanding anything herein If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, (i) Buyer and Merger Sub shall upon request from the Company promptly return to the contraryCompany all Books and Records (including all copies, if any, thereof) furnished or made available to Buyer, Merger Sub or any of their Representatives by the Company, the Parties may enter into discussions with principalsStockholders’ Representative, employeesany Stockholder or any of their respective Representatives, agents or professionals of and (ii) the Lenders Company and the Administrative AgentStockholders’ Representative shall upon request from Buyer promptly return to Buyer all Books and Records (including all copies, if any, thereof) furnished or made available to the Company, the Second Lien LendersStockholders’ Representative, or any of their Representatives by Buyer or any of its Representatives. (d) This Section shall survive the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support termination of this Agreement and the Transactions contemplated herein; provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that consummation of the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion HoldingsClosing.

Public Disclosure; Confidentiality. (a) This Notwithstanding anything to the contrary contained in this Agreement, except as well may be required to comply with the requirements of any applicable Law or otherwise as its terms, its existence, and may be necessary in connection with the existence completion of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed transactions contemplated by Section 5.6, from and among any of the Parties as of after the date hereof; provided, however, that after the public announcement by neither Buyer nor any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties Seller shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing make any press release or otherwise making similar public announcement or communication relating to this Agreement unless specifically approved in advance by Buyer and CBH, which approval shall not be unreasonably withheld, conditioned or delayed. (b) From and after the date of this Agreement, each of Buyer and each Seller shall, and shall cause each of their respective Affiliates to, keep confidential the Ancillary Agreements, the Limited Guarantee and the Commitment Letters, and the transactions contemplated hereby and thereby, and the negotiations relating to this Agreement and the Ancillary Agreements, the Limited Guarantee and the Commitment Letters, and the transactions contemplated hereby (collectively, the “Confidential Information”) except (A) to the extent that any public statement Confidential Information must be disclosed to obtain the Regulatory Approvals or filing with respect any other required regulatory approvals or consents relating to the transactions contemplated by this Agreement and or any Ancillary Agreement, (bB) not issue for disclosures otherwise made in satisfaction of any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of obligations under this Agreement, (C) to the other, unless extent required by applicable law or regulations of any applicable stock exchange or governmental authorityLaw, in which case, the Party required to issue the press release or make the (D) as made public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms date of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held this Agreement by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosureparty, (iiE) as necessary or appropriate in connection with the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectivelyDebt Financings, and (iiiF) any Party Buyer and each Seller may disclose such information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation Person’s equityholders or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31Affiliates, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal). (b) Notwithstanding anything herein to the contrary, the Affinion Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy and their obligations to make public disclosures pursuant to the Exchange Actrespective Representatives. (c) Notwithstanding anything herein If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, Buyer shall upon written request from any Seller promptly return to the contrarysuch Seller all Books and Records (including all copies, the Parties may enter into discussions with principalsif any, employeesthereof) furnished or made available by such Seller, agents or professionals any of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the TrusteeSellers’ Representatives, and holders of Company Common Stock shall not use or disclose the information contained in such Books and Records for any purpose or make such information available to any other Person. (including of Class C/D Common Stockd) or Existing Warrants in furtherance and support This Section shall survive the termination of this Agreement and the Transactions contemplated herein; providedconsummation of the Closing, however, that prior to any Consenting Stakeholder engaging but shall in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that no event survive beyond the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty balance of trust or confidence to, Affinion Holdingsthe term of the Confidentiality Agreement then-remaining following the consummation of the Closing.

Public Disclosure; Confidentiality. (a) This AgreementExcept as may be required by Legal Requirements or stock exchange requirements, as well as its terms, its existence, and during the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this AgreementPre-Closing Period, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) parties will consult with each other before issuing any press release or otherwise making any public statement or filing with respect making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated by hereby. Notwithstanding the foregoing, (i) the Company may make such disclosure to the Company Securityholders as it deems necessary or desirable in order to obtain the Required Stockholder Approval and Option Termination Agreements, so long as such disclosure complies with applicable Legal Requirements, is consistent with the terms of this Agreement, and the Company provides Parent with a reasonable opportunity to review and provide comments to any such disclosure prior to dissemination to any Company Securityholders, and (ii) Parent may include disclosures relating to this Agreement and the transactions contemplated herein in Parent’s filings with the SEC, and otherwise as required by the SEC and Nasdaq, without seeking approval from, or consulting with, any other parties hereto; provided, that Parent will make good faith efforts to provide the Company and the Securityholders’ Representative with written notice of any such disclosures made prior to the Closing and to consider in good faith any comments that either such party has on such filings, except to the extent that any such disclosures are substantially similar to the information contained in previous public disclosures made by Parent. (b) not Without limiting the parties’ obligations under that certain Confidentiality Agreement, dated May 19, 2014, between the Company and Parent (the “Confidentiality Agreement”), none of the parties will issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, disclosure without the prior written consent approval of Parent and the Company. The terms of the Confidentiality Agreement, are hereby incorporated herein by reference and will continue in full force and effect until the Closing, at which time such Consenting Stakeholder; provided that (i) if such disclosure is required by lawConfidentiality Agreement will terminate. If this Agreement is, subpoenafor any reason, or other legal process or regulationterminated prior to the Closing, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review Confidentiality Agreement will nonetheless continue in full force and comment effect in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority accordance with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal). (b) Notwithstanding anything herein to the contrary, the Affinion Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Actterms. (c) Notwithstanding anything herein to From and after the contrarydate hereof, the Parties may enter into discussions with principalsSecurityholders’ Representative will not, and, as applicable, will cause its directors, officers, employees, agents Representatives and Affiliates not to, directly or professionals indirectly, disclose, reveal, divulge or communicate to any Person, or use or otherwise exploit for their own benefit or for the benefit of anyone, any Confidential Information (as that term is defined in the Lenders Confidentiality Agreement). The Securityholders’ Representative will not have any obligation to keep confidential (or cause their respective directors, officers, employees, Representatives and Affiliates to keep confidential) any Confidential Information if and to the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated hereinextent that disclosure thereof is specifically required by applicable Legal Requirements; provided, however, that in the event that disclosure is required by applicable Legal Requirements, the Securityholders’ Representative will, to the extent permitted by applicable Legal Requirements, provide Parent and the Company with prompt notice of such requirement prior to making any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder disclosure so that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion Holdingsapplicable party may seek an appropriate protective order.

Public Disclosure; Confidentiality. CITY has disclosed to CONTRACTOR that CITY is a governmental entity subject to the Texas Public Information Act, Texas Government Code, Section 552 (a) This Agreementthe “TPIA”). CITY acknowledges that information CONTRACTOR provides to it may contain trade secrets, as well as its termsproprietary, its existenceor sensitive commercial information, and that CONTRACTOR considers this information to be exempt from disclosure under the existence TPIA. To the extent that CONTRACTOR produces any information to CITY that it believes, on a good faith basis, contains such trade secrets, proprietary, or commercially sensitive information (including information classified as “trade secrets” under Section 552.110 of the negotiation TPIA), CONTRACTOR shall xxxx or otherwise designate such material as “Confidential” and/or “Trade Secret”. If CITY receives a request made under the TPIA that it believes requires disclosure of all or a portion of the information provided by CONTRACTOR, CITY shall notify CONTRACTOR upon receipt of such a request so as to afford CONTRACTOR the opportunity to take steps to prevent its terms are expressly subject disclosure, including seeking a protective order; provided that nothing in this Agreement shall be read to any existing confidentiality agreements executed by and among conflict with CITY’s duty to comply with the TPIA. If CONTRACTOR fails to take any of the Parties as of steps listed above within the date hereof; providedtime provided in the notice to CONTRACTOR, howeverCITY may disclose the requested records pursuant to the TPIA, that after the public announcement by any of the Affinion Parties of the entry into if it is required under its obligations to do so. If CONTRACTOR waives CITY’s compliance with this Agreement, the Parties may disclose the existence ofor fails to obtain a protective order or other appropriate remedy, or the terms of, this Agreement or any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other material term of the Transactions contemplated herein without the express written consent of the other Parties to than such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such legally compelled disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect Subject to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted obligations under the terms of any other agreement between the Affinion Parties TPIA, as set forth above, CITY shall otherwise keep confidential all data and any Consenting Stakeholderinformation provided to it by CONTRACTOR under or in connection with this Contract, no Party or its advisors shall and not disclose it to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder)third parties unless mutually agreed, other than advisors to the Affinion Parties, the principal amount or percentage employees of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of CITY who need to know such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity information for purposes related to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing this Contract. CITY shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders use such information for any purposes other than in connection with its rights and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entityobligations under this Contract. Notwithstanding the provisions foregoing, each party shall have the right to mention this Contract in future marketing and promotional materials, subject to complying with the other party’s general guidelines in this Section 31respect, any Party may disclose as communicated and updated from time to the extent consented to in writing time by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal)written notice. (b) Notwithstanding anything herein to the contrary, the Affinion Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Act. (c) Notwithstanding anything herein to the contrary, the Parties may enter into discussions with principals, employees, agents or professionals of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated herein; provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion Holdings.

Public Disclosure; Confidentiality. (a) This Notwithstanding anything to the contrary contained in this Agreement, except as well as its termsmay be required to comply with the requirements of any applicable Law, its existenceNASDAQ requirement or TSX requirement (in which case, the party required by applicable Law to make such disclosure shall provide notice to the other party in advance of such disclosure to the extent reasonably practicable), from and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of after the date hereof; provided, howeverneither Buyer, that after Merger Sub, the Company nor the Stockholders’ Representative shall make any press release or similar public announcement or communication relating to this Agreement unless specifically approved in advance by any Buyer and the Stockholders’ Representative, which approval shall not be unreasonably withheld, conditioned or delayed. The parties will agree on a form of the Affinion Parties press release prior to execution of the entry into this Agreement, and all subsequent disclosures by the Parties may disclose Buyer, Merger Sub, the existence of, Company or the terms ofStockholders’ Representative shall be in a form substantially similar to the agreed upon disclosure, this Agreement or any other material term of except as may be required to comply with the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx requirements of any press release applicable Law, NASDAQ requirement or TSX requirement and public documents that constitute disclosure of except in connection with any dispute between the existence or terms parties. (b) From and after the date of this Agreement or any amendment to Agreement, each of Buyer, Merger Sub, the Company and the Stockholders’ Representative shall, and shall cause each of their respective Affiliates to, keep confidential the terms of this Agreement at least one and the Ancillary Agreements and the negotiations relating thereto and all documents and information obtained by a party from another party in connection with the transactions contemplated hereby (1collectively, the “Confidential Information”) day before making except (i) to the extent that any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each Confidential Information must be disclosed to obtain the Regulatory Approvals or any other before issuing any press release required regulatory approvals or otherwise making any public statement or filing with respect consents relating to the transactions contemplated by this Agreement and or any Ancillary Agreement, (bii) not issue for disclosures otherwise made in satisfaction or enforcement of any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of obligations under this Agreement or disclosures made to the otherEscrow Agent or its counsel, unless (iii) to the extent required by applicable law or regulations of any applicable stock exchange or governmental authorityLaw, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as party required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors Law to make such disclosure shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors provide notice to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment party in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented reasonably practicable, (iv) as made public prior to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing the date of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to Agreement by either party not in violation of this Agreement shall include and (v) each such signature pages only Person may disclose such information to such Person’s equity holders or Affiliates or to any Stockholder, and their respective Representatives, in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal). (b) case on a confidential basis. Notwithstanding anything herein to the contrary, nothing herein shall restrict any Stockholder, the Affinion Parties shall be permitted to make such public disclosures Stockholders’ Representative or any of their respective Affiliates from disclosing its or their investment in, or information with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant respect to the Exchange Actperformance of or realization on, their investment in the Company or any of its Subsidiaries. (c) Notwithstanding anything herein If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, Buyer and Merger Sub shall upon request from the Company promptly return to the contraryCompany all Books and Records (including all copies, if any, thereof) furnished or made available to Buyer, Merger Sub or any of their Representatives by the Company, the Parties may enter into discussions with principalsStockholders’ Representative, employees, agents any Stockholder or professionals any of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trusteetheir respective Representatives, and holders of Company Common Stock shall not use or disclose the information contained in such Books and Records for any purpose or make such information available to any other Person. (including of Class C/D Common Stockd) or Existing Warrants in furtherance and support This Section shall survive the termination of this Agreement and the Transactions contemplated herein; provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that consummation of the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion HoldingsClosing.

Public Disclosure; Confidentiality. (a) This No party shall issue any press release or otherwise make any public statement or make any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby without the prior written consent of each of the Parent and the Securityholders’ Representative. Notwithstanding the foregoing, Parent may include disclosures relating to this Agreement and the transactions contemplated herein in Parent’s filings with the SEC, and otherwise as required by the SEC and Nasdaq, without seeking approval from, or consulting with, any other parties hereto; provided, that Parent will make good faith efforts to provide the Company and, after the Closing, the Securityholders’ Representative with written notice of any such disclosures, except to the extent that any such disclosures are substantially similar to the information contained in previous public disclosures made by Parent. (b) The terms of that certain Mutual Nondisclosure Agreement, as well as dated May 15, 2015, between the Company and Parent (the “Confidentiality Agreement”) are hereby incorporated herein by reference and will continue in full force and effect until the Closing, at which time such Confidentiality Agreement will terminate. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement will nonetheless continue in full force and effect in accordance with its terms, its existence, . (c) From and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of after the date hereof, the Securityholders’ Representative will not, and will cause its directors, officers, employees, Representatives and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person, or use or otherwise exploit for their own benefit or for the benefit of anyone, any Confidential Information (as that term is defined in the Confidentiality Agreement). The Securityholders’ Representative will not have any obligation to keep confidential (or cause its directors, officers, employees, Representatives and Affiliates to keep confidential) any Confidential Information if and to the extent that disclosure thereof is specifically required by applicable Legal Requirements; provided, however, that after in the public announcement event that disclosure is required by applicable Legal Requirements, the Securityholders’ Representative will, to the extent permitted by applicable Legal Requirements, provide Parent and the Company with prompt notice of such requirement prior to making any disclosure so that the applicable party may seek an appropriate protective order; provided further, disclosure may be made to the extent any information is necessary for enforcing the rights of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, Company Securityholders or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms Securityholders’ Representative arising out of this Agreement or defending against assertions by Parent as disclosed to any amendment to Governmental Authority or other involved party (e.g., opposing counsel, expert witnesses, investigators) in connection with any dispute resolution proceedings involving a dispute between Parent, on the terms one hand, and the Company Securityholders or the Securityholders’ Representative, on the other hand, arising out of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under seal). (b) Notwithstanding anything herein to the contrary, the Affinion Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Act. (c) Notwithstanding anything herein to the contrary, the Parties may enter into discussions with principals, employees, agents or professionals of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated herein; provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion Holdings.

Public Disclosure; Confidentiality. (a) This Agreement, as well as its terms, its existence, and Notwithstanding anything to the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into contrary contained in this Agreement, all notices, releases, statements and communications generally directed to suppliers, customers, the Parties may disclose the existence of, public or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect relating to the transactions contemplated by this Agreement shall be made only at such times and (b) not issue in such manner as may be mutually agreed upon by Seller and Buyer; provided, however, that any party may make a public announcement of the proposed transaction if such press release or make any party reasonably deems such public statement announcement or filing prior is necessary to such consultation and review and the receipt of the prior consent of the other, unless required by comply with applicable law Law or regulations any rule or regulation of any applicable stock securities exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing securities quotation system and such party shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under , (x) consult with the terms other party with respect to such announcement and give reasonable prior written notice of any its intent to issue such announcement and (y) provide the other agreement between the Affinion Parties party a reasonable opportunity, at such other party’s sole cost and any Consenting Stakeholderexpense, no Party or its advisors shall disclose to any person or entity contest and minimize disclosure (including, for if available, through requiring the avoidance confidential treatment of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written consent of such Consenting Stakeholder; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Lender Claims or Note Claims held by all Consenting Lenders and Consenting Noteholders, respectively, and (iii) any Party may disclose information requested by a regulatory authority with jurisdiction over its operations to such authority without limitation or notice to any Party or other person or entity. Notwithstanding the provisions in this Section 31, any Party may disclose to the extent consented to in writing by a Consenting Stakeholder such Consenting Stakeholder’s individual holdings. Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Stakeholder (provided that the holdings disclosed in such signature pages may be filed in unredacted form with the Bankruptcy Court under sealcertain information). (b) Notwithstanding anything herein From and after the date of this Agreement, Buyer and Seller shall, and shall cause each of their respective Affiliates and Representatives to, keep confidential the terms of this Agreement and the Ancillary Agreements and the negotiations relating thereto and all documents in connection therewith except to the contraryextent that any such information must be disclosed in connection with the enforcement of any right or remedy relating to the transactions contemplated hereby, this Agreement or the Ancillary Agreements. From and after the Closing Date, Seller shall, and shall cause its Affiliates to, keep confidential and not disclose or use any confidential or proprietary information possessed by Seller or any Affiliate involving or related to the Business, the Affinion Parties shall Transferred Assets or the Assumed Liabilities (collectively, the “Confidential Information”) except (i) to the extent that any Confidential Information must be permitted to make such public disclosures disclosed in connection with the SEC as the Affinion Parties, based on the advice enforcement of outside counsel, deem necessary any right or appropriate to satisfy their obligations to make public disclosures pursuant remedy relating to the Exchange Acttransactions contemplated hereby and (ii) to the extent required by applicable Law or any rule or regulation of any applicable securities exchange or securities quotation system so long as, to the extent practicable, reasonable notice is given prior to such disclosure and a reasonable opportunity is afforded the Buyer, at Buyer’s sole cost and expense, to contest and minimize disclosure (including, if available, through requiring the confidential treatment of certain information). (c) Notwithstanding anything herein If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, Buyer shall, upon request from Seller, promptly return to Seller all Books and Records (including all copies, if any, thereof) furnished or made available by Seller, or any of Seller’s Representatives, and shall not use or disclose the information contained in such Books and Records for any purpose or make such information available to any other Person. (d) At or prior to the contraryClosing, the Parties may enter into discussions with principalsSeller will, employeesand will cause any of its Affiliates to, agents assign or professionals cause to be assigned to Buyer any rights of the Lenders Seller or such Affiliate under any confidentiality agreement or similar contractual obligation entered into with respect to the sale of the Transferred Assets. (e) Buyer acknowledges and agrees that the Confidentiality Agreement remains in full force and effect in accordance with its terms and that all information provided by the Seller to the Buyer and its Affiliates and Representatives under this Agreement or in connection with the transactions contemplated hereby shall be treated in accordance with the Confidentiality Agreement. This Section 5.4 and the Administrative Agent, Confidentiality Agreement shall survive the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support termination of this Agreement and the Transactions contemplated herein; Agreement: provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty Confidentiality Agreement shall terminate and be null and void upon the consummation of trust or confidence to, Affinion Holdingsthe Closing.