Common use of Confidentiality Clause in Contracts

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.

Confidentiality. The Rights Agent agrees with Parent that during Seller views all information of Seller provided or to be provided in writing to Purchaser, including, without limitation, the term financial terms of this Agreement and for three (3) years after the Termination DateLeaseback Lease, the Rights Agent will not disclose any of marketing and timing for application and enrollment to the information contained in Schools, and Seller’s costs, profit and business plans for the Update Reports Schools (the “Confidential Information”) to any other Person and shall use the Confidential be confidential information. Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public shall no longer be deemed Confidential Information. However, Seller shall be entitled to disclosure Confidential Information to third parties without being deemed to have waived its intention to maintain the confidentiality of that Confidential Information. Purchaser will not disclose the Confidential Information to third parties without prior written consent of Seller other than as required by law or to Purchaser’s employees, affiliates, counsel, board members, contractors, lenders, agents and advisors and then subject to their agreement to maintain the confidentiality of that Confidential Information, except that Purchaser shall be permitted to disclosure Confidential Information (i) to the extent required by any governmental authorities; provided that Purchaser will give Seller prior notice of any disclosure requirements and afford Seller a reasonable opportunity to make (and will cooperate with Seller in making) an objection to such disclosure requirement, (ii) to the extent otherwise required by applicable laws or by any subpoena or similar legal process, (iii) in connection with any disclosure pursuant to an arbitration proceeding; provided that such disclosure will not constitute a waiver by Seller of the confidentiality obligations hereunder and the parties will cooperate to maintain the confidentiality of the Confidential Information during the arbitration proceeding, (iv) in connection with the exercise of any remedies hereunder or in any suit, action or proceeding relating to the enforcement of its rights hereunder; provided that Purchaser will cooperate with Seller in any request by Seller to a court to maintain the confidentiality of the Confidential Information, and (v) to the extent such Confidential Information (X) becomes publicly available other than as a result (directly or indirectly) of the a breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information26, or disclosing Confidential Information (Y) becomes available to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent Purchaser or any Holder, arising from, pertaining affiliate thereof on a non-confidential basis from a source other than Seller (unless such source is known to or be under a confidentiality agreement with respect to such information). Purchaser shall not make press releases relating to the Merger AgreementSchools or this transaction without Seller’s consent (which consent shall not be unreasonably withheld, this Agreement, any letter of transmittal delivered by conditioned or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment delayed); Seller will be accorded the Confidential Information disclosed by the Rights Agent or notified in writing at least three (iii3) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed days in advance of such disclosure to be bound any press release approved by confidentiality obligations no less restrictive than those set forth in this Section 4.8Seller being released by Purchaser.

Confidentiality. The Rights Agent Executive recognizes and acknowledges that the business interests of the Company and its subsidiaries, parents and affiliates (collectively the “Mylan Companies”) require a confidential relationship between the Company and Executive and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and/or promotional techniques and methods, pricing information, purchase information, sales policies, employee lists, policy and procedure information, records, advertising information, computer records, trade secrets, know how, plans and programs, sources of supply, and other knowledge of the business of the Mylan Companies (all of which are hereinafter jointly termed “Confidential Information”) which have or may in whole or in part be conceived, learned or obtained by Executive in the course of Executive’s employment with the Company. Accordingly, Executive agrees with Parent that during to keep secret and treat as confidential all Confidential Information whether or not copyrightable or patentable, and agrees not to use or aid others in learning of or using any Confidential Information except in the ordinary course of business and in furtherance of the Company’s interests. During the term of this Agreement and for three (3) years after the Termination Dateat all times thereafter, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only except insofar as required in connection is necessary disclosure consistent with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedCompany’s business interests: (a) Executive will not, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing disclose any Confidential Information to anyone outside the Mylan Companies; (b) Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information; (c) As to documents which are delivered to Executive or which are made available to him as a necessary part of the working relationships and duties of Executive within the business of the Company, Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority of the Company; (d) Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Company; and (e) Executive will not in any Holdermanner disclose or use Confidential Information for Executive’s own account and will not aid, to assist or abet others in the extent reasonably necessary in connection with enforcing the Rights Agent’s rights use of Confidential Information for their account or the Holders’ rightsbenefit, or defending for the account or benefit of any claims against person or entity other than the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality Company. The obligations no less restrictive than those set forth in this Section 4.8paragraph are in addition to any other agreements the Executive may have with the Company and any and all rights the Company may have under state or federal statutes or common law.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3a) years At all times after the Termination Closing Date, The Seller shall keep confidential all data, trade secrets, proprietary secrets and any other confidential information regarding the Rights Agent will Acquired Assets and not disclose any such confidential information to anyone other than Purchaser, except with the express written consent of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only Purchaser or as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedby Law, that the order or legal process. Confidential Information will information shall not be deemed to include any information (i) that is or becomes generally available to the public other than as a result (directly or indirectly) of the by breach of this Section 4.8 these confidentiality obligations by the Rights Agent Seller, (ii) is or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent becomes available to Seller from (i) using Confidential Information, or disclosing Confidential Information any person who is not subject to any Holderconfidentiality obligation to Purchaser, to (iii) is developed after the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered Closing by or on behalf of Parent Seller without reliance on confidential information regarding the Business acquired prior to the Closing or (including iv) to the extent Seller uses such information in the ordinary course of its business under any right or license to so use such information from Purchaser. In the event Seller is required by Law, order or legal process to disclose any such confidential information, such person will promptly notify Purchaser in writing so that Purchaser may, at its expense, seek a protective order and/or other motion to prevent or limit the Paying Agentproduction or disclosure of such confidential information; provided that in the absence of a protective order or the receipt of a waiver from Purchaser after a request in writing therefor is made by any such person, if any such person is legally required to disclose confidential information, such person will be entitled to disclose such information without liability under these confidentiality provisions. (b) pursuant The Purchaser shall keep confidential all data, trade secrets, proprietary secrets and any other confidential information of Seller disclosed heretofore or hereafter by Seller to Section 2.3(cPurchaser, other than any such information included in the Acquired Assets, and not disclose such confidential information to anyone other than Seller, except with the express written consent of Seller or as required by Law, order or legal process. Confidential information shall not be deemed to include information (i) that is or becomes generally available to the public other than by breach of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingthese confidentiality obligations by Purchaser, (ii) disclosing Confidential Information if required is or becomes available to Purchaser or any of its Affiliates from any person who is not subject to any confidentiality obligation to Seller, (iii) is developed after the Closing by or on behalf of Purchaser or any court order of its Affiliates without reliance on confidential information of Seller acquired prior to the Closing or applicable law so long as the Rights Agent, (iv) to the extent permitted Purchaser uses such information in the ordinary course of its business under any right or license to so use such information from Seller. In the event Purchaser or any of its Affiliates or representatives is required by lawLaw, provides Parent with prompt notice order or legal process to disclose any such confidential information, such person will promptly notify Seller in writing so that Seller may, at its expense, seek a protective order and/or other motion to prevent or limit the production or disclosure of such requirements prior to making confidential information; provided that in the absence of a protective order or the receipt of a waiver from Seller after a request in writing therefor is made by any disclosure so that Parent may seek an appropriate protective ordersuch person, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises if any such person is legally required to be disclosed anddisclose confidential information, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment such person will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information entitled to the Rights Agent’s attorneys or agents, on a need to know basis, provided that disclose such agents shall have agreed in advance of such disclosure to be bound by information without liability under these confidentiality obligations no less restrictive than those set forth in this Section 4.8provisions.

Confidentiality. The Rights Agent Each of the parties agrees with Parent that during to keep the term terms and provisions of this Agreement as strictly confidential and for three (3) years after the Termination Date, the Rights Agent will that it shall not disclose such information or the terms and provisions hereof to any Person other than to their respective counsel, shareholders, directors, lenders or prospective lenders, underwriters or prospective underwriters, advisors, consultants or employees who have a need to know of such information and have been instructed to maintain the confidentiality thereof, or as otherwise required by Legal Requirements or already in the public domain or public disclosure obligations necessitated by requirements of the U.S. Securities Exchange Commission (the “SEC”). Sellers and Buyer acknowledge and agree that the terms and provisions of this paragraph shall be binding on the parties and shall survive the Closing or other termination of this Agreement. No party shall have the right to make a public announcement or disclosure regarding the transactions described in this Agreement which includes the name of any of the information contained other parties without the prior approval of such other parties. Sellers and Buyer shall approve the timing, form and substance of any such public announcement or disclosure, which approval shall not be unreasonably withheld, conditioned or delayed, except if a party is required to make a public announcement or disclosure under Legal Requirements, in which case no such approval by the Update Reports other party shall be required (but the “Confidential Information”) other party shall be given a copy of such announcement or disclosure and the opportunity to any other Person and shall use the Confidential Information only comment on it as soon as reasonably practicable before such announcement or disclosure is required to be made). Notwithstanding anything in connection with the performance of its obligations under this Agreement and or the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available Confidentiality Agreement to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedcontrary, furtherBuyer may make, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationwithout Sellers’ approval but upon giving Sellers notice of, or disclosing Confidential Information to any Holderand, to the extent reasonably necessary practicable, an opportunity to comment on, the same, any disclosure as to the transactions contemplated hereby (i) to the extent Buyer determines, based on the advice of legal counsel, such disclosure is required by Legal Requirements or in connection with enforcing any filing by Buyer with the Rights Agent’s rights SEC or any stock exchange rules applicable to Buyer; or (ii) to the Holders’ rightsextent Buyer determines, based on the advice of legal counsel, such disclosure is required in any prospectus, report or other filing made by Buyer with the SEC or any stock exchange, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or (iii) such disclosure is consistent with Buyer’s practices relating to earnings releases and investor relations. Further, each party, without the Merger Agreementapproval of the other party, is expressly permitted, from and after the Effective Date, to make disclosures of the transactions contemplated hereby in connection with (a) applying for and obtaining the permits, certificates, licenses and approvals necessary to carry on the business of the Sellers as is now conducted, including, without limitation, the permits, certificates, licenses and approvals needed to operate the Properties as now operated, and (b) obtaining the consents necessary from third parties to the transactions contemplated by this Agreement, any letter and Buyer is expressly permitted, from and after the date of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger this Agreement, or any certificate or document delivered pursuant to any of the foregoingwithout Sellers’ approval but upon giving Sellers notice of, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agentand, to the extent permitted by lawreasonably practicable, provides Parent with prompt notice of such requirements prior an opportunity to making any disclosure so that Parent may seek an appropriate protective ordercomment on, providedthe same, that the Rights Agent shall disclose only that portion to make disclosures of the Confidential Information that transactions contemplated hereby to prospective underwriters and placement agents. In the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parentevent of any conflict between the terms and provisions of this Agreement and those of the Confidentiality Agreement, the Rights Agent terms and provisions of this Agreement shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8control.

Confidentiality. The Rights Agent agrees with Parent that during (a) From and after the term date of this Agreement until Closing, Buyer and for Seller agree they will be bound by and comply with the obligations of the Confidentiality Agreement. After the Closing Date, the Confidentiality Agreement shall, solely with respect to Confidential Material, be deemed to have been terminated by the parties thereto and shall, solely with respect to Confidential Material, no longer be binding. (b) Seller acknowledges that it is in possession of Confidential Material. For three (3) years after following the Termination DateClosing (other than with respect to Confidential Material relating to the Intellectual Property Assets and Assigned Contracts, the Rights Agent will for which this provision shall apply in perpetuity), Seller shall, and shall cause its Affiliates and Representatives to, treat confidentially and not disclose any portion of such Confidential Material and will use such Confidential Material solely for the information contained in purpose of consummating the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under transactions contemplated by this Agreement and the enforcement of its rights under this Agreementfor no other purpose; provided, that Seller and its Subsidiaries may also use the Confidential Information will not include any information that is or becomes generally available to Material for the public other than as a result (directly or indirectly) purpose of operating their respective businesses in the breach of this Section 4.8 by the Rights Agent or its attorneys or agentsordinary course; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Seller and its Subsidiaries may also disclose Confidential Information, or disclosing Confidential Information to any HolderMaterial, to the extent reasonably necessary necessary, in connection with enforcing (x) the Rights Agentnegotiation of the Operating Asset Purchase Agreement and the consummation of the transactions contemplated thereby, (y) the performance of Seller’s rights obligations thereunder and (z) any disputes that may arise in connection herewith or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining therewith. Seller acknowledges and agrees that such Confidential Material is proprietary and confidential in nature and may be disclosed to or relating its Representatives only to the Merger Agreement, extent necessary for Seller to consummate the transactions contemplated by this Agreement, for purposes of operating their respective businesses in the ordinary course or in connection with the enforcement or defense of this Agreement (it being understood that Seller shall be responsible for any letter of transmittal delivered disclosure by or on behalf of Parent (including any such Representative not permitted by the Paying Agent) pursuant to Section 2.3(c) of the Merger this Agreement, ). If Seller or any certificate of its Affiliates or document delivered pursuant Representatives are requested or required to any of the foregoing, disclose (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agentafter, to the extent permitted legally permitted, Seller has used its commercially reasonable best efforts to avoid such disclosure and after, to the extent legally permitted, promptly advising and consulting with Buyer about Seller’s intention to make, and the proposed contents of, such disclosure) any of the Confidential Material (whether by lawdeposition, provides Parent interrogatory, request for documents, subpoena, civil investigative demand or similar process), Seller shall, or shall cause such Affiliate or Representative, to provide, to the extent legally permitted, Buyer with prompt written notice of such requirements prior to making any disclosure request so that Parent Buyer may seek an appropriate protective orderorder or other appropriate remedy. At any time that such protective order or remedy has not been obtained or Buyer waives Seller’s obligations hereunder, provided, that the Rights Agent shall Seller or such Affiliate or Representative may disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises Material which such Person is legally required to be disclosed anddisclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, if requested by Parent, the Rights Agent and Seller shall cooperate with Parent, at Parent’s expense, exercise its commercially reasonable best efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Confidential Material so disclosed. Seller further agrees that, from and after the Closing Date, Seller and its Affiliates and Representatives, upon the request of Buyer, promptly will deliver to Buyer all documents, or other tangible embodiments, constituting Confidential Information disclosed by the Rights Agent Material or (iii) disclosing Confidential Information other information with respect to the Rights AgentJoe’s attorneys Business, without retaining any copy thereof, and shall promptly destroy all other information and documents constituting or agentscontaining Confidential Material; provided, on a need that Seller and its Affiliates and Representatives shall be entitled to know basisretain copies of Confidential Material for legal and regulatory compliance purposes and in connection with any applicable document retention policies, provided that such agents and shall have agreed not be required to identify or delete Confidential Material held electronically in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth archive or back-up systems in this Section 4.8accordance with general systems archiving or backup policies.

Confidentiality. The Rights Agent agrees with Parent that during the term By accepting delivery of this Agreement DIP Commitment Letter, each Debtor agrees that the existence, contents and terms of this DIP Commitment Letter (including the DIP Term Sheet) are confidential and are solely for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall its confidential use the Confidential Information only as required in connection with the performance Transactions and that, without the prior written consent of the DIP Commitment Parties, neither the existence, nor the terms and contents hereof and thereof shall be disclosed by it to any person or entity (whether legal or other entity), other than officers, directors, employees, agents, representatives, equity-holders, accountants, attorneys and other advisors of the Debtors, and then only on a confidential basis in connection with the Transactions. Notwithstanding the foregoing, following the Debtors’ acceptance of the provisions hereof and its obligations under return of an executed counterpart of this Agreement and DIP Commitment Letter, the enforcement Debtors may disclose this DIP Commitment Letter solely to the extent compelled in the Chapter 11 Cases or in any other judicial or administrative proceeding to which the Debtors are a party relating to the Debtors’ exercise of its any rights under this Agreementor remedies hereunder; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedthat, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, except to the extent reasonably necessary in connection with enforcing legally impermissible, the Rights Agent’s rights or Debtors shall (x) limit disclosure to the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or court filings relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by relevant proceedings and (y) consult with the DIP Commitment Parties (or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, counsel to the extent permitted by law, provides Parent with prompt notice of such requirements DIP Commitment Parties) prior to making any such disclosure so that Parent (or shall notify the DIP Commitment Parties thereof promptly upon being legally permitted to do so), and take such steps as are necessary or desirable to preserve the confidentiality of any information or materials disclosed in connection therewith (including making any redactions and taking such other actions as may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parentthe Required DIP Commitment Parties. Subject to any applicable legal requirements), it being understood and agreed that nothing herein shall permit any disclosure in the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order context of any marketing or press materials or other reliable assurance that confidential treatment will form of general public release, each of which shall be accorded permitted only with the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Required DIP Commitment Parties’ prior written consent.

Confidentiality. The Rights Agent agrees with Parent that during the term a. Buyer may acquire knowledge of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Seller Confidential Information only (as required defined below) in connection with the Products and/or its performance hereunder and agrees to keep Seller Confidential Information in confidence during and following termination or expiration of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided. “Seller Confidential Information” includes but is not limited to all information, whether written or oral, in any form, including, without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, pricing, personnel data, Work Product, and other material or information considered proprietary by Seller relating to the current or anticipated business or affairs of Seller that the is disclosed directly or indirectly to Buyer. In addition, Seller Confidential Information will means any third party’s proprietary or confidential information disclosed to Buyer in the course of providing Products to Buyer. b. Buyer agrees not include any information that is to copy, alter or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using indirectly disclose any Seller Confidential Information. Additionally, or disclosing Buyer agrees to limit its internal distribution of Seller Confidential Information to any HolderBuyer‘s employees who have a need to know, and to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining take steps to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, ensure that the Rights Agent shall dissemination is so limited. In no event will Buyer use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use or disclosure of Seller Confidential Information. Buyer may disclose only that portion of the Seller Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, pursuant to a requirement of a government agency or law but only after Buyer provides prompt notice to Seller of such requirement and gives Seller the Rights Agent shall cooperate with Parent, at Parent’s expense, opportunity to obtain an appropriate protective order challenge or other reliable assurance that confidential treatment will be accorded limit the scope of the disclosure. c. Buyer further agrees not to use Seller Confidential Information disclosed by except in the Rights Agent or (iii) disclosing course of performing hereunder and will not use such Seller Confidential Information for its own benefit or for the benefit of any third party. All Seller Confidential Information is and shall remain the property of Seller. Upon Seller’s written request, Buyer shall return, transfer or assign to the Rights Agent’s attorneys or agentsSeller all Seller Confidential Information, on a need to know basisincluding all Work Product, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8and all copies containing Seller Confidential Information.

Confidentiality. The Rights Agent agrees with Parent Award Recipient acknowledges that during the term business of this Agreement the Company and for three (3) years after its Affiliates is highly competitive and that the Termination DateCompany’s and its Affiliates' strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the Rights Agent names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company and its Affiliates use in their business to obtain a competitive advantage over competitors. Award Recipient further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company and its Affiliates in maintaining their competitive position. Award Recipient acknowledges that by reason of Award Recipient’s duties to and association with the Company and its Affiliates, Award Recipient has had and will not disclose any have access to and has and will become informed of confidential business information which is a competitive asset of the Company and its Affiliates. Award Recipient hereby agrees that Award Recipient will not, at any time, make any unauthorized disclosure of any confidential business information contained or trade secrets of the Company and its Affiliates, or make any use thereof, except in the Update Reports carrying out of employment responsibilities. Award Recipient shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the “Confidential Information”same becomes part of the public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) to any other Person and shall use the Confidential Information only as it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the performance of its any judicial, arbitration, dispute resolution or other legal proceeding in which Award Recipient’s legal rights and obligations as an employee or under this Agreement and the enforcement of its rights under this Agreementare at issue; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, furtherhowever, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any HolderAward Recipient shall, to the extent reasonably necessary practicable and lawful in connection with enforcing the Rights Agent’s rights or the Holders’ rightsany such events, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating give prior notice to the Merger AgreementCompany of Award Recipient’s intent to disclose any such confidential business information in such context so as to allow the Company and its Affiliates an opportunity (which Award Recipient will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company and its Affiliates would not be considered confidential to the Company and its Affiliates. In addition to any other remedy available at law or in equity, in the event of any breach by Award Recipient of the provisions of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including Section 9 which is not waived in writing by the Paying Agent) pursuant to Section 2.3(c) Company, all vesting of the Merger Agreement, or any certificate or document delivered pursuant to any Units shall cease effective upon the occurrence of the foregoing, (ii) disclosing Confidential Information if required actions or inactions by any court order or applicable law so long as the Rights Agent, to the extent permitted Award Recipient constituting a breach by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion Award Recipient of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance provisions of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.89.

Confidentiality. The Rights Agent Subscriber agrees with Parent that during to hold in confidence, and not to disclose, distribute or disseminate (whether in writing, orally, electronically or by other means) to any third party without the term consent of the Company, all information disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to it or its representatives, agents or advisors, by the Company, or otherwise as a result of such Subscriber’s purchase of Tokens (including, without limitation, any information about the Company, its assets and affairs, this Agreement and for three (3) years after any related agreement or documents referred to herein, and information related to the Termination Date, the Rights Agent will not disclose any development of the Platform and its existing users and projects, such information contained in the Update Reports (the shall be referred to herein as “Confidential Information”), and to use the same degree of care as such Subscriber uses to protect its own confidential information and trade secrets in carrying out the foregoing confidentiality obligation. The Subscriber acknowledges and agrees that the Company has advised the Subscriber that (i) the Company derives independent economic value from the Confidential Information not being generally known, (ii) the Confidential Information is the subject of reasonable efforts to maintain its secrecy, and (iii) consequently, the Company considers such Confidential Information to be a trade secret. In the event that the Company does give its written consent to a disclosure of any Confidential Information, the form and content of such disclosure shall be subject to the prior written approval of the Company. The Subscriber acknowledges the Company’s belief that the Confidential Information includes trade secrets of the Company and that the release of any such Confidential Information would cause competitive harm to the Company and its business and accordingly the Subscriber agrees to maintain any Confidential Information provided to it in the strictest confidence and not to disclose the Confidential Information to any person without the written prior consent of the Company. Notwithstanding the foregoing, the Company consents to the disclosure by the Subscriber to its accountants, attorneys and similar advisors bound by a duty of confidentiality. With respect to the Subscriber, the obligation to maintain the Confidential Information in confidence shall not apply to any Confidential Information (i) that becomes publicly available (other Person than by reason of a disclosure by the Subscriber), (ii) the disclosure of which by the Subscriber has been consented to by the Company in writing, or (iii) the disclosure of which by the Subscriber is required by a court of competent jurisdiction or other governmental authority or otherwise as required by law. Before the Subscriber discloses Confidential Information pursuant to sub-clause (iii), the Subscriber shall promptly, and in any event prior to making any such disclosure, notify the Company of the court order, subpoena, interrogatories, government order or other reason that requires disclosure of the Confidential Information so that the Company may seek a protective order or other remedy to protect the confidentiality of the Confidential Information. The Subscriber shall also consult with the Company on the advisability of taking steps to eliminate or narrow the requirement to disclose the Confidential Information and shall otherwise cooperate with the efforts of the Company to obtain a protective order or other remedy to protect the Confidential Information. If a protective order or other remedy cannot be obtained, the Subscriber shall disclose only that Confidential Information that its counsel advises in writing (which writing shall also be addressed and delivered to the Company) that it is legally required to disclose. The Subscriber shall promptly inform the Company if it becomes aware of any reason, whether under law, regulation, policy or otherwise, that it (or any of its equity holders) will, or might become compelled to, use the Confidential Information only other than as required contemplated above or disclose Confidential Information in violation of the confidentiality restrictions. In addition to any other remedies available at law, the Subscriber agrees that the Company shall be entitled to equitable relief, including, without limitation, the right to an injunction or restraining order (without the necessity of proving damages or posting a bond or other security), as a remedy for any failure by the Subscriber to comply with its obligations with respect to the use and disclosure of Confidential Information, as set forth herein. The Subscriber agrees to cooperate with such procedures and restrictions as may be developed by the Company from time-to-time in connection with the performance disclosure of nonpublic information concerning the Company and its obligations under this Agreement affairs, as determined by the Company to be reasonably necessary and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available advisable to maintain and promote compliance with legal and other regulatory matters applicable to the public other than Company, including securities laws and regulations. The provisions of this clause shall survive the Transfer (as a result (directly or indirectlydefined below) of the breach of this Section 4.8 any Token by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims Subscriber and shall be enforceable against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of Subscriber after such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Transfer.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3a) years after the Termination Date, the Rights Agent will not disclose any Each of the information contained in the Update Reports (the “Confidential Information”) to any other Person Parties shall hold, and shall use the Confidential Information only as required cause its Representatives to hold, in connection with the performance of its obligations under this Agreement confidence all documents and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available furnished to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered it by or on behalf of Parent (including the other Parties in connection with the transactions contemplated by this Agreement or by the Paying Agent) Ancillary Agreements pursuant to Section 2.3(c) the terms of the Merger confidentiality agreement dated November 11, 2015, between the Buyer and the Seller (the “Confidentiality Agreement”), or any certificate or document delivered pursuant to any of the foregoingwhich shall continue in full force and effect; provided, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, providedhowever, that the Rights Agent confidentiality obligations of the Buyer with respect to Confidential Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement shall disclose terminate as of the Closing Date, but only in respect of that portion of the Confidential Information relating to the TS Business. If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. (b) From and after the Closing, the Seller shall, and shall cause its Affiliates and Representatives to, keep confidential any and all non-public information relating to the TS Business; provided, however, that the Rights Agent’s counsel advises Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is legally required by any applicable Law or Order, including applicable rules of any securities exchange. In the event that the Seller or any of its Affiliates or Representatives are required by any applicable Law or Order to disclose any such non-public information, the Seller shall, (i) to the extent permissible by such applicable Law or Order, provide the Buyer with prompt written notice of such requirement, (ii) disclose only that information that the Seller reasonably determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed andand (iii) use its reasonable best efforts to preserve the confidentiality of such non-public information, if requested by Parent, the Rights Agent shall cooperate with Parentincluding by, at Parentthe Buyer’s expenserequest and at the Buyer’s sole cost, reasonably cooperating with the Buyer to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the Confidential Information disclosed foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Closing other than as a result of a disclosure by the Rights Agent Seller or its Affiliates or Representatives in breach of this Section 5.6 or (iiiB) disclosing Confidential Information becomes available to the Rights Agent’s attorneys Seller or agents, on its Affiliates or Representatives after the Closing from a need to know basis, provided that such agents shall have agreed in advance source other than the Buyer or its Affiliates or Representatives if the source of such disclosure information is not known by the Seller or its Affiliates or Representatives to be bound by a confidentiality obligations no less restrictive than those set forth in this Section 4.8agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Buyer or its Affiliates with respect to such information.

Confidentiality. The Rights Agent agrees (a) Each Purchaser acknowledges that the information being provided to it in connection with Parent the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to (i) the Business and/or (ii) the Assets. Each Purchaser acknowledges that during any and all other information provided to it prior to the term Closing by MCI or any of this its Affiliates or representatives shall remain subject to the terms and conditions of the Confidentiality Agreement and for three (3) years after the Termination DateClosing. (b) Each Purchaser acknowledges that, subsequent to the Rights Agent will not disclose any of Closing, it may be furnished with, receive or otherwise have access to, information associated with the Other Marconi Businesses, including information contained in Intellectual Property of the Update Reports Other Marconi Businesses (the collectively, “Confidential Information”) to any other Person and shall use the Confidential Information only as required ). Each Purchaser further acknowledges that certain Transferred Employees that such Purchaser will hire in connection with the performance transactions contemplated hereby may have obtained Confidential Information, and that these employees have previously signed confidentiality agreements which contain covenants prohibiting the use or disclosure of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the such Confidential Information will not include any information that is or becomes generally available Information. (c) Subsequent to the public other than as a result (directly or indirectly) of Closing, the breach of this Section 4.8 by Purchasers shall not disclose, and shall maintain the Rights Agent or its attorneys or agents; providedconfidentiality of, furtherall Confidential Information, that nothing in this Section 4.8 will restrict except to the Rights Agent from extent such information can be shown to have been (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or previously and lawfully known on behalf of Parent (including a nonconfidential basis by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingPurchasers, (ii) in the public domain through no fault of the Purchasers or (iii) later lawfully acquired by the Purchasers from sources other than the Sellers or their Affiliates which are not prohibited from disclosing such information by a legal, contractual, fiduciary or other obligation. If any Purchaser is requested or required (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information if required by any court order or applicable law so long as the Rights AgentInformation, to the extent permitted by law, provides Parent it is agreed that such Purchaser will provide MCI with prompt written notice of such requirements prior to making any disclosure request(s) so that Parent MCI may seek an appropriate protective orderorder and/or waive compliance with the provisions of this Section 6.8. If, providedfailing the entry of a protective order or the receipt of a waiver hereunder, that such Purchaser is, in the Rights Agent shall opinion of counsel, legally compelled to disclose the Confidential Information under pain of liability for contempt or other censure or penalty, such Purchaser may disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises such information as is legally required without liability hereunder; provided, that such Purchaser agrees to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, exercise its reasonable best efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information. Each Purchaser shall use at least the same degree of care to safeguard and to prevent the disclosure, publication, dissemination, destruction, loss or alteration of the Confidential Information disclosed by the Rights Agent as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of its own information (or information of its customers) of a similar nature, but in no case less than reasonable care. The Purchasers shall not (i) use any Confidential Information in any manner, (ii) make any copies of any Confidential Information, (iii) disclosing acquire any right in or assert any Lien against any Confidential Information, (iv) sell, assign, transfer, lease, license or otherwise dispose of any Confidential Information to third parties or commercially exploit any Confidential Information, including through derivative works, or (v) refuse for any reason (including a default or breach of this Agreement or any Related Agreement by any Seller) to promptly provide any tangible embodiments of the Confidential Information (including copies thereof) to MCI if requested to do so, in the form reasonably requested. The Purchasers agree to respect the terms and conditions of the confidentiality agreements referenced in Section 6.8(b) above, including by not seeking or requiring the disclosure of any Confidential Information by such employees in breach of such confidentiality agreements. (d) Nothing contained in this Agreement shall be construed as obligating MCI or any of its Affiliates to disclose any Confidential Information to the Rights Agent’s attorneys Purchasers, or agentsas granting to or conferring on the Purchasers, on expressly or impliedly, any right, title, interest or license to any Confidential Information or any components thereof. Nothing in this Agreement shall preclude the Sellers from providing a need copy of this Agreement to know basisthe Pension Benefit Guaranty Corporation. (e) Notwithstanding any other provision of this Agreement, provided it is understood and agreed that such agents shall have agreed the remedy of indemnity payments pursuant to Article XII and other remedies at law may be inadequate in advance the case of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth any breach of the covenants contained in this Section 4.86.8. Accordingly, each Seller shall be entitled to seek equitable relief, including the remedies of specific performance and injunction, with respect to any breach or attempted breach of such covenants.

Confidentiality. The Rights Agent Executive recognizes and acknowledges that the business interests of the Company and its subsidiaries, parents and affiliates (collectively the “Mylan Companies”) require a confidential relationship between the Company and Executive and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and/or promotional techniques and methods, pricing information, purchase information, sales policies, employee lists, policy and procedure information, records, advertising information, computer records, trade secrets, know how, plans and programs, sources of supply, and other knowledge of the business of the Mylan Companies (all of which are hereinafter jointly termed “Confidential Information”) which have or may in whole or in part be conceived, learned or obtained by Executive in the course of Executive’s employment with the Company. Accordingly, Executive agrees with Parent that during to keep secret and treat as confidential all Confidential Information whether or not copyrightable or patentable, and agrees not to use or aid others in learning of or using any Confidential Information except in the ordinary course of business and in furtherance of the Company’s interests. During the term of this Agreement and for three (3) years after the Termination Dateat all times thereafter, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only except insofar as required in connection is necessary disclosure consistent with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedCompany’s business interests: (a) Executive will not, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing disclose any Confidential Information to anyone outside the Mylan Companies; (b) Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information; (c) As to documents which are delivered to Executive or which are made available to her as a necessary part of the working relationships and duties of Executive within the business of the Company, Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority of the Company; (d) Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Company; and (e) Executive will not in any Holdermanner disclose or use Confidential Information for Executive’s own account and will not aid, to assist or abet others in the extent reasonably necessary in connection with enforcing the Rights Agent’s rights use of Confidential Information for their account or the Holders’ rightsbenefit, or defending for the account or benefit of any claims against person or entity other than the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality Company. The obligations no less restrictive than those set forth in this Section 4.8paragraph are in addition to any other agreements the Executive may have with the Company and any and all rights the Company may have under state or federal statutes or common law.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement Supplier, Amerinet Choice, and for three Amerinet agree as follows: a. Except as may be required by law or as reasonably required to conduct their respective businesses, Amerinet Choice, Amerinet, and Supplier shall not use, publish or disclose (3or cause anyone else to use, publish or disclose) years after the Termination Date, the Rights Agent will not disclose any of the confidential information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required obtained in connection with the performance negotiation or implementation of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided. Amerinet Choice, that Amerinet, and Supplier shall maintain the Confidential Information will confidentiality of the terms of this Agreement, as well as all negotiations between the parties prior to the Commencement Date. The foregoing confidentiality obligations shall not include apply to any information that which (i) is or becomes generally available to the public public, other than as a result (directly or indirectly) of the breach of this Section 4.8 disclosure by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict party receiving the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information information pursuant to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, (ii) was made available to other third persons on a non-confidential basis prior to the execution of this Agreement, (iii) becomes available on a non-confidential basis from a third person, which third person was not itself under an obligation to maintain the confidentiality of such information, or (iv) is required by law, subpoena, or court order to be disclosed. Amerinet Choice and Amerinet may disclose such confidential information to their respective affiliates, to Patrons, to Participating Facilities, and to any letter employee or advisor requested or retained by Amerinet Choice or Amerinet to assist in their (or any Participating Facility’s) evaluation, operation, or interpretation of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger this Agreement, or any certificate matters related to cost reduction, purchasing process improvement, and/or contract negotiation. Supplier, Amerinet Choice, and Amerinet may, subject to the other parties’ written consent, disclose the existence of this Agreement and other general terms, such as the overall savings expected to be realized from this Agreement. b. To the extent Supplier has entered into a confidentiality agreement with any Participating Facility which is intended to make confidential the pricing or document delivered pursuant other information relating to any products or services furnished by or through Supplier to such Participating Facility, and regardless of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, whether such confidentiality agreement is related to the extent permitted by lawProducts described hereunder, provides Parent Supplier hereby agrees that Amerinet Choice, Amerinet, and/or any subsidiary or other entity affiliated with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed andAmerinet Choice or Amerinet, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed granted permission by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agentsParticipating Facility, on a need to know basis, provided that such agents shall have agreed unrestricted access to any such information in advance the possession of Participating Facility for purposes of advising the Participating Facility on matters relating to cost reduction, purchasing process improvement, and/or contract negotiations, and such disclosure access shall not be deemed to be bound by violate any confidentiality obligations no less restrictive than those set forth in agreement between Supplier and Participating Facility; and c. The provisions of this Section 4.8.shall survive the expiration or early termination of this Agreement. Amerinet Choice, L.L.C. 18 License and Supply Agreement Revised: 7/18/12 Supplier Initials Amerinet Initials

Confidentiality. The Rights Agent agrees Buyer shall not disclose any Confidential Information (as defined below) to any party other than (a) persons within Buyer’s organization, Buyer’s affiliates, persons who may invest in, or co-purchase with Parent that during Buyer, or person with which Buyer has contracted, including attorneys, accountants, appraisers, engineers, environmental consultants and other professionals engaged for this contemplated transaction who are advised of the term confidential nature of the Confidential Information, (b) potential lenders and agents of potential lenders who are advised of the terms of this Agreement related to the Confidentiality Information, (c) as necessary to consummate the terms of this Agreement or any financing relating thereto, and (d) subject to the last sentence of this paragraph, as required by law or court order. “Confidential Information” means the terms of this Agreement and for three all due diligence information (3including the Documents) years after the Termination Dateprovided to Buyer by Seller other than information of public record, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available known to the public and information which Buyer obtains through a source other than as a result (directly information provided by Seller. Buyer will destroy any electronic or indirectly) of paper documents constituting the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information return it to Seller if appropriate, if the Closing does not occur or this Agreement is terminated by Buyer or Seller before Closing. The confidentiality provisions of this Section 18 shall not apply to any Holderdisclosures made by Buyer as required by law, to the extent reasonably necessary by court order, or in connection with enforcing the Rights Agentany subpoena served upon Buyer; provided Buyer shall provide Seller with written notice before making any such disclosure. Buyer’s rights obligations under this Section 18 shall survive termination of this Agreement. Seller and Buyer each agrees that it will not issue any press release, advertisement or other public communication with respect to this Agreement or the Holders’ rights, or defending any claims against transactions contemplated hereby without the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) prior written consent of the Merger Agreementother party hereto, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required consent not to be disclosed andunreasonably withheld, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order conditioned or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8delayed.

Confidentiality. The Rights Agent 6.1 Licensee agrees with Parent that during the term of this Agreement to maintain in confidence and for three (3) years after the Termination Date, the Rights Agent will not to disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use third party any Confidential Information received pursuant to this Agreement, including any Confidential Information disclosed to Licensee prior to the Effective Date; provided however, that Confidential Information may be disclosed to legal counsel or, upon execution of an appropriate confidentiality agreement, to corporate partners or potential corporate partners, investment bankers or consultants. Licensee agrees to ensure that its employees have access to Confidential Information only as required on a need-to-know basis and that they are obligated in connection with the performance of its writing to abide by Licensee's obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential hereunder. The foregoing obligation shall not apply to: a) Information will not include any information that is or becomes generally available known to Licensee prior to the public other than as a result (directly or indirectly) time of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provideddisclosure, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holdereach case, to the extent reasonably necessary in connection with enforcing evidenced by written records promptly disclosed to Rice upon receipt of the Rights Agent’s rights or the Holders’ rights, or defending Confidential Information; b) Information disclosed to Licensee by a third party that has a right to make such disclosure without any claims against the Rights Agent or any Holder, arising from, pertaining obligation of confidentiality; c) Information that is independently developed by Licensee by employees not having access to or relating to the Merger Agreementknowledge of Confidential Information, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agentin each case, to the extent permitted evidenced by lawwritten records disclosed to Xxxx; d) Information that becomes patented, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion published or otherwise part of the Confidential public domain as a result of acts by Xxxx, or a third person obtaining such information as a matter of right without any obligation of confidentiality; e) Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent order of United States governmental authority or a court of competent jurisdiction; provided that Licensee shall cooperate with Parent, at Parent’s expense, use its best efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will of such information by the authority or court. 6.2 Rice shall not be accorded obligated to accept or protect any confidential information from Licensee unless provided for in a separate agreement between the Parties. 6.3 The placement of a copyright notice on any Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information shall not be construed to the Rights Agent’s attorneys or agents, on a need to know basis, provided mean that such agents shall have agreed in advance information has been published and will not release Licensee from its obligation of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8hereunder.

Confidentiality. The Rights Each of Custodian and Disbursement Agent hereby acknowledges and agrees with Parent that during (i) all written or computer-readable information provided by Buyer or Seller regarding Buyer or Seller and (ii) the term terms of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports Repurchase Agreement (the “"Confidential Information”) "), shall be kept confidential and shall not be divulged to any Person other Person than the parties hereto without Buyer's and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available Seller's prior written consent except to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, extent that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential InformationCustodian or Disbursement Agent reasonably deems necessary to do so in working with legal counsel, auditors, taxing authorities or disclosing Confidential Information other governmental agencies or regulatory bodies or in order to comply with any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights applicable federal or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingstate laws, (ii) disclosing any portion of the Confidential Information if required is in the public domain other than due to a breach of this covenant by any court order the Custodian or applicable law so long the Disbursement Agent, as the Rights Agentcase may be, or by the disclosing party or (iii) to the extent permitted by lawthat Custodian or Disbursement Agent, provides Parent with prompt notice as applicable, is required to disclose Confidential Information pursuant to the requirements of any legal proceeding, Custodian or Disbursement Agent, as applicable, shall notify Buyer and Seller within one Business Day of its knowledge of such requirements prior to making any legally required disclosure so that Parent Buyer or Seller may seek an appropriate protective orderorder and/or waive Custodian's or Disbursement Agent's compliance, providedas applicable, that with this Agreement. Notice shall be both by telephone and in writing. In the Rights Agent shall disclose only that portion absence of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate a protective order or other reliable assurance that confidential treatment will be accorded waiver, Custodian or Disbursement Agent, as applicable, may disclose the relevant Confidential Information disclosed by if, in the Rights Agent or (iii) disclosing written opinion of its counsel, failure to disclose such Confidential Information would subject Custodian or Disbursement Agent, as applicable, to the Rights Agent’s attorneys liability for contempt, censure or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8other legal penalty or liability.

Confidentiality. The Rights Agent agrees (a) In connection with Parent that during the term performance of this Agreement the Services, Manager shall maintain the confidentiality of all Confidential Information and for three (3) years after the Termination Date, the Rights Agent will shall not disclose any of the information contained in the Update Reports (the “Confidential Information”) Information to any Person other than to Management Personnel or any Person and shall associated with Owner, or use the any Confidential Information only as required other than in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedServices, provided however that the Manager may disclose Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationin any judicial or alternative dispute resolution proceeding to resolve disputes between Owner and Manager arising hereunder; (ii) as consented to in writing by Owner; and (iii) to the extent disclosure is legally required on the written advice of legal counsel under applicable laws or any agreement to which Owner is a party or by which it is bound, or disclosing Confidential Information provided however, that prior to making any Holderlegally required disclosures Manager shall, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights Manager is not prohibited by law or the Holders’ rightslegal process from doing so, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent provide Owner with prompt written notice of such requirements requirement prior to making any such required disclosure so that Parent Owner may, at its sole cost and expense, seek a protective order or other appropriate remedy. Manager agrees to cooperate in all reasonable respects, and without charging Owner for doing so (but at Owner’s expense for any out-of-pocket costs incurred by Manager for doing so), with any attempt by Owner to obtain such a protective order or other appropriate remedy. Manager agrees not to oppose any action by Owner to obtain a protective order or other appropriate remedy. Absent the entry of such a protective order or other remedy, Manager may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s Manager is advised by counsel advises is legally required by law to be disclosed andso disclosed, without any liability hereunder, it being understood that such required disclosure does not relieve Manager of liability, if requested any, caused by Parenta previous disclosure by Manager not permitted hereunder. (b) Manager shall inform all Manager Personnel, the Rights Agent shall cooperate with Parent, at Parent’s expense, and all other Persons to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the whom Confidential Information disclosed by is provided, of the Rights Agent or restrictions contained in this Section 21. (iiic) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those The restrictions set forth in this Section 4.821 shall not apply to information that is, or after the Effective Date, becomes generally available to the public, other than through breach of this Section 21 by Manager or Manager Personnel. (d) The terms of this Section 21 shall continue to apply to Manager and Manager Personnel for so long as Manager or Manager Personnel shall possess Confidential Information, whether in tangible, intangible or electronic from, including Confidential Information contained on back-up servers or other data storage/archival systems.

Confidentiality. (a) The Rights Agent agrees Parties acknowledge that the information being provided to it in connection with Parent the Transactions and the other transactions contemplated hereby is subject to the terms of that during certain non-disclosure agreement between Purchaser and Seller, dated as of May 28, 2019 (the term “Confidentiality Agreement”), the terms of which are incorporated herein by reference in their entirety and shall survive the Closing; provided that actions taken by the Parties to the extent necessary in order to comply with their respective obligations under Section 5.1 hereunder shall not be deemed to be in violation of this Section 5.3 or the Confidentiality Agreement. Effective upon, and only upon, the Closing, the confidentiality obligations of Purchaser under the Confidentiality Agreement shall terminate with respect to information to the extent related to the Business, the Purchased Assets or the Assumed Liabilities and for three such information relating to the Business, the Purchased Assets and the Assumed Liabilities shall automatically become Evaluation Material (3as defined in the Confidentiality Agreement) of Purchaser and subject to the confidentiality obligations of Seller under the Confidentiality Agreement; provided that Purchaser acknowledges that its other obligations thereunder shall continue to remain subject to the terms and conditions of the Confidentiality Agreement. (b) For five (5) years after the Termination DateClosing, unless Purchaser has otherwise consented in writing, Seller shall, and shall cause its Subsidiaries to, retain in confidence any information to the extent related to the Business, the Rights Agent will Purchased Assets or the Assumed Liabilities and shall not disclose any of the such confidential information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this AgreementPerson; provided, provided that the Confidential Information will foregoing restrictions shall not include apply to any information (i) that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach disclosure in violation of this Section 4.8 by the Rights Agent or its attorneys or agents5.3(b); provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if by applicable Law or to a Governmental Entity or otherwise required or requested by Parent, the Rights Agent shall cooperate in connection with Parent, at Parent’s expense, to obtain an appropriate protective order compliance with applicable Law or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent judgment; or (iii) disclosing Confidential Information to that Seller or any of its Subsidiaries receives after the Rights Agent’s attorneys Closing from a source other than Purchaser or agents, on a need to know basis, its Subsidiaries or Representatives; provided that such agents shall have agreed in advance source is not known (after reasonable inquiry) by Seller or any of such disclosure its Subsidiaries to be bound by a confidentiality obligations no less restrictive than those set forth in agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Purchaser or its Subsidiaries (or Seller or any of its Subsidiaries prior to Closing) with respect to such information. The foregoing shall not (i) prohibit Seller or its Subsidiaries from disclosing such confidential information for the purpose of complying with the terms of, or performing under, any of the Transaction Documents or (ii) limit any of the rights granted to Seller or its Subsidiaries under the Transaction Documents. Furthermore, the provisions of this Section 4.85.3(b) will not prohibit any retention of copies of records or any disclosure as may be, and only to the extent, necessary to comply with applicable Law or in connection with the preparation and filing of financial statements with a Governmental Entity (including the SEC) or Tax Returns of Seller or its controlled affiliates or in connection with the enforcement of any right or remedy relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby. (c) For five (5) years after the Closing, unless Seller has otherwise consented in writing, Purchaser shall, and shall cause its Subsidiaries to, retain in confidence any information to the extent related to the Retained Business, the Excluded Assets or the Retained Liabilities and shall not disclose such confidential information to any other Person; provided that the foregoing restrictions shall not apply to any information (i) that is or becomes generally available to the public other than as a result of disclosure in violation of this Section 5.3(c); (ii) is required to be disclosed by applicable Law or to a Governmental Entity or otherwise required or requested in connection with compliance with applicable Law or judgment; or (iii) that Purchaser or any of its Subsidiaries receives after the Closing from a source other than Seller or its Subsidiaries or Representatives; provided that such source is not known (after reasonable inquiry) by Purchaser or any of its Subsidiaries to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Seller or its Subsidiaries with respect to such information. The foregoing shall not (i) prohibit Purchaser or its Subsidiaries from disclosing such confidential information for the purpose of complying with the terms of, or performing under, any of the Transaction Documents or (ii) limit any of the rights granted to Purchaser or its Subsidiaries under the Transaction Documents. Furthermore, the provisions of this Section 5.3(c) will not prohibit any retention of copies of records or any disclosure as may be, and only to the extent, necessary to comply with applicable Law or in connection with the preparation and filing of financial statements with a Governmental Entity (including the SEC) or Tax Returns of Purchaser or its affiliates or in connection with the enforcement of any right or remedy relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

Confidentiality. The Rights Agent agrees with Parent terms of that during the term of this Agreement and for three (3) years after the Termination Datecertain confidential disclosure agreement dated October 29, the Rights Agent will not disclose any of the information contained in the Update Reports 2020 (the “Confidential InformationConfidentiality Agreement”) to any other Person between Seller and Buyer are incorporated into this Agreement by reference and shall use continue in full force and effect (and the confidentiality obligations thereunder shall be binding upon Buyer and its Affiliates and their respective Representatives) until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate; provided, however, that Buyer’s confidentiality obligations shall terminate only in respect of that portion of the Confidential Information only (as required ​ ​ defined in the Confidentiality Agreement) exclusively relating to the Business or otherwise constituting a Transferred Asset, and for all other Confidential Information, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. If, for any reason, the Closing does not occur, then, irrespective of its terms, the Confidentiality Agreement shall continue in full force and effect for a period of two (2) years following the termination of this Agreement. Upon Closing, all Confidential Information as it relates to the Business, the Product, the Development Product and the Transferred Assets shall solely and exclusively vest with the Buyer and notwithstanding any conflicting provision of the Confidentiality Agreement, except in connection with the performance of its Seller’s obligations under any of the Transaction Agreements, Seller and its Affiliates and their respective Representatives will be obligated to maintain the confidentiality of any of such Confidential Information and to not use such Confidential Information after the Closing without the express written consent of Buyer, as the receiving Party of such Confidential Information, for a period of two (2) years after the Closing; provided that, with respect to any such Confidential Information that constitutes a trade secret under applicable Law such confidentiality obligations shall continue so long as the Confidential Information maintains its status as a trade secret. Notwithstanding anything to the contrary in the Confidentiality Agreement, the terms of this Agreement shall be deemed the Confidential Information of both Parties, and each Party shall maintain the enforcement confidentiality of its rights such information in accordance with the terms of the Confidentiality Agreement and this Section 7.3; provided, that, each Party shall have the right to disclose the terms of this Agreement (a) as may be required by Law (including any disclosure obligations under this Agreementthe federal securities Laws or applicable accounting principles), the rules and regulations of any national securities exchange upon which the securities of Seller, Buyer or their respective Affiliates are listed or to any Governmental Authority (including federal, state, or foreign taxing authorities) with jurisdiction over such Party upon request by such Governmental Authority or (b) to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship, in each case, involving the Product, Development Product, other Milestone Products, the Transferred Assets or the Assumed Liabilities; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing such disclosure, such Party shall inform each disclosee of the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining confidential nature of such information and require each disclosee to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) execute a customary non-disclosure agreement pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant which such disclosee agrees to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long treat such information as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8confidential.

Confidentiality. The Rights Agent (a) Seller understands that the Licensed Trade Secrets disclosed to Seller under this Supply Agreement are secret, proprietary and of value to Buyer, which value may be impaired if the secrecy of such information is not maintained. Seller will take reasonable security measures to preserve and protect the secrecy of the Licensed Trade Secrets. Seller agrees with Parent that to hold the Licensed Trade Secrets in confidence and not to disclose any of the Licensed Trade Secrets, either directly or indirectly, to any person or entity, including any subsidiary or affiliate of Seller (or any director, officer, or employee thereof) during the term of this Agreement and for three agreement or at any time within five (35) years after following the Termination Dateexpiration or termination hereof, except that Seller may disclose the Rights Agent Licensed Trade Secrets to its key officers and employees to whom disclosure is necessary for the manufacture of the Products pursuant to this Supply Agreement. Seller shall exercise such other reasonable precautions to protect and safeguard the secrecy of the Licensed Trade Secrets except that Seller shall not be required to employ any more stringent measures than it employs in connection with protection of its own confidential information. Notwithstanding the foregoing, Seller's obligations under this Paragraph 14 shall not apply to the extent Seller is requested or required to disclose any Licensed Trade Secrets pursuant to applicable law, regulation, rule, subpoena or other legal process. (b) For purposes of this Supply Agreement, "Confidential Information" shall mean certain proprietary, non-public information with respect to Seller's business such as, but not limited to, all transferable techniques, processes, methods of production, formulae, recipes, know-how, trade secrets, production capabilities, devices, inventions, equipment, and facilities disclosed or provided to Buyer by Seller in connection with this Supply Agreement. Information which was already in the possession of Buyer, but which was not obtained in connection with this transaction or past transactions with Seller; information which is or becomes publicly available without breach of (i) this Supply Agreement, (ii) any agreement or instrument with Seller to which Buyer is a party or beneficiary, or (iii) any duty owed Seller by Buyer or any other subsidiary, Approved Distributor or franchisee of Buyer; information which is given to or made available to Buyer by a third party who has a lawful right to disclose such information to Buyer; or information which is developed by Buyer without reference to the Confidential Information, shall be excluded from the definition of Confidential Information. Buyer understands that the Confidential Information disclosed or provided to Buyer under this Supply Agreement is secret, proprietary and of value to Seller, which value may be impaired if the secrecy of such information is not maintained. Buyer will take reasonable security measures to preserve and protect the secrecy of the Confidential Information. Buyer agrees to hold the Confidential Information in confidence and not to disclose any of the information contained in the Update Reports (the “Confidential Information”) , either directly or indirectly, to any other Person and shall use person or entity, including any subsidiary, affiliate, Approved Distributor or franchisee of Buyer (or any director, officer, or employee thereof) during the term of this agreement or at any time within five (5) years following the expiration or termination hereof, except that Buyer may disclose the Confidential Information only to its key officers and employees with an absolute need to know as required in connection with the performance of its obligations contemplated under this Agreement agreement. Buyer shall exercise such other reasonable precautions to protect and safeguard the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion secrecy of the Confidential Information except that the Rights Agent’s counsel advises is legally Buyer shall not be required to be disclosed andemploy any more stringent measures than it employs in connection with protection of its own confidential information. Notwithstanding the foregoing, if Buyer's obligations under this Paragraph 14 shall not apply to the extent Buyer is requested by Parentor required to disclose any Confidential Information pursuant to applicable law, the Rights Agent shall cooperate with Parentregulation, at Parent’s expenserule, to obtain an appropriate protective order subpoena or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8legal process.

Confidentiality. The Rights Agent (a) Subject to Section 7.11(c), Licensee agrees with Parent that during the term of this Agreement and for three (3) years after the Termination Dateto maintain, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the cause its Sublicensees to maintain, Schedule 1, Technical Information, and all Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered provided by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger AgreementUniversity hereunder in confidence, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing and only use Confidential Information if as required by any court order or applicable law so long as the Rights Agent, to the extent and permitted by lawSection 2.1(b). Licensee may disclose Confidential Information to potential Sublicensees or investors, provides Parent with prompt notice of such requirements prior to making any disclosure so provided that Parent may seek an appropriate Licensee shall first obtain from the intended recipient(s) a valid and binding confidentiality agreement which is at least as protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information as the confidentiality agreement Licensee employs to protect its own proprietary and confidential information, which shall reflect no less than those restrictions on Licensee herein. Licensee shall take, and shall cause its Sublicensees to take, such actions as the University may reasonably request from time to time to safeguard the confidentiality of Confidential Information. (b) Subject to Section 7.11(c), University agrees to maintain Confidential Information if provided by Licensee to the individual identified in Schedule 1 as entitled to accept notices on behalf of the University, and to use such Confidential Information solely in relation to this Agreement and for any reporting required hereon or regarding Section 2.4. (c) If receiving party is required by law, regulation, or court order to disclose any of the Confidential Information, then it may do so provided that the Rights Agent’s counsel advises it had promptly notified disclosing party, and discloses only such Confidential Information as is legally required required. Licensee acknowledges that University is subject to be disclosed andcompliance with requests made under the Freedom of Information Act (“FOIA”). University shall notify Licensee of all FOIA requests in connection with the Confidential Information, if requested by Parent, and Licensee shall have the Rights Agent shall cooperate with Parent, at Parent’s expense, right to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded intervene and/or defend against the disclosure of the Confidential Information disclosed by arising from such FOIA request at Licensee’s sole expense. (d) Given the Rights Agent or (iii) disclosing nature of the University’s Confidential Information licensed hereunder and the competitive damage that would result to University upon unauthorized disclosure or use thereof, the Rights Agent’s attorneys or agents, on a need to know basis, provided parties hereby agree that such agents shall have agreed in advance monetary damages may not be sufficient remedy for any breach of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.87.11, and, therefore, in addition to and not in lieu of any other rights or remedies, University may seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 7.11 without showing actual monetary damages in connection with such remedy. (e) The parties may have entered into one or more confidentiality agreements with respect to some or all of the Confidential Information (collectively, the “Confidentiality Agreements”) and agree that as of the Effective Date, the Confidentiality Agreements are terminated and this Agreement shall govern the disclosure and use of Confidential Information. Any Confidential Information provided under the Confidentiality Agreements will be treated as a disclosure made under this Agreement.

Confidentiality. The Rights Agent agrees Seller shall keep confidential all confidential and/or proprietary information concerning Buyer that is furnished by Buyer to Seller in connection with Parent that during this Agreement, including, but not limited to, the term existence and contents of this Agreement Agreement, any information regarding Buyer’s products, projects, business, plans, programs, plants, retail or wholesale facilities, processes, equipment, costs, customers and for three (3) years after the Termination Dateoperations and any other information, the Rights Agent will not disclose any which, under all of the information contained in the Update Reports circumstances, ought reasonably to be treated as confidential and/or proprietary (the collectively, “Confidential Information”) ). Without Xxxxx’s prior written consent, Seller will not disclose nor will it permit Seller’s representatives to disclose any Confidential Information to any persons other Person and shall use the Confidential Information only as required than who have a need to know such information in connection with the performance of performing its obligations under this Agreement and the enforcement Agreement. The obligations of its rights under this Agreement; provided, that the Seller to keep confidential any Confidential Information will shall continue beyond the termination, expiration or lapse of this Agreement until such Confidential Information comes into the public domain through no omission or unauthorized act of the Seller. Confidential Information shall not include any information that is (a) or becomes generally publicly available to the public other than as a result (directly or indirectly) of the a breach of this Section 4.8 Agreement by the Rights Agent Seller or its attorneys representatives; (b) furnished or agentsmade known to Seller by third parties (other than those acting on behalf of Buyer) reasonably understood to have the right to disclose such information without restriction on disclosure or use; provided, further, that nothing (c) legitimately in this Section 4.8 will restrict Seller’s possession prior to disclosure by Buyer or (d) developed by Seller without reference to the Rights Agent from (i) using Confidential Information. If Seller is requested or becomes legally compelled to disclose any Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection Seller shall provide Buyer with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) prompt Notice of the Merger Agreement, request or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court requirement so that Buyer may seek a protective order or applicable law so long as the Rights Agentother appropriate remedy. If such order or other remedy is not obtained, Xxxxxx agrees to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose furnish only that portion of the Confidential Information that the Rights Agent’s as it is advised by counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, and to exercise commercially reasonable efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed Information. The parties acknowledge that the breach of this Section 13 by the Rights Agent or (iii) disclosing Confidential Information one party may give rise to irreparable injury to the Rights Agentother party which is not adequately compensable in damages or at law. Accordingly, the parties agree that injunctive relief may be an appropriate remedy to prevent violation of either party’s attorneys respective rights or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in under this Section 4.813.

Confidentiality. The Rights Agent Each Investor Shareholder agrees with Parent that during the term of this Agreement and for three to hold in strict confidence all Information furnished to it (3) years after the Termination Datecollectively, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the ). Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will shall not include any information that (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor Shareholder, (directly b) is or indirectlybecomes available to an Investor Shareholder or any of its Representatives on a non-confidential basis from a third party source (other than any other Investor Shareholder or its Representatives), which source, to the best knowledge of such Investor Shareholder (after reasonable inquiry), is not bound by a duty of confidentiality to the Company in respect of such Confidential Information or (c) is independently developed by an Investor Shareholder. Subject to applicable Law, each Investor Shareholder may disclose any Confidential Information to its Representatives (i) to the extent necessary or appropriate in connection with its investment in the Company or for evaluating and preparing disclosure pursuant to clause (ii) below in the case of professional advisers and agents and to any Affiliate, partner or member of such Investor Shareholder in the breach ordinary course of business, provided that each of such Representatives shall be bound by the provisions of this Section 4.8 7.3 and shall, if requested by the Rights Agent or its attorneys or agents; providedCompany, further, that nothing in sign an undertaking agreeing to be bound by this Section 4.8 will restrict 7.3 prior to receiving any Confidential Information, (ii) to the Rights Agent from extent necessary for an Investor Shareholder to enforce its rights under this Agreement, the other agreements entered into in connection herewith and under the Governing Documents or (iiii) as may otherwise be required by Law (including reporting under securities Laws and governmental filings); provided that such Investor Shareholder takes reasonable steps to minimize the extent of any such required disclosure, including using reasonable best efforts to obtain a protective order in any legal proceeding, and provide the Company with notice describing the disclosure that was or is to be made. If an Investor Shareholder or any of its Representatives is required by Law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosing disclosure of Confidential Information to is requested by any HolderGovernmental Authority having authority over such Investor Shareholder, such Investor Shareholder shall promptly notify the Company and the other Investor Shareholder of such requirement so that the Company may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor Shareholder or any of its Representatives is nonetheless required, or such a request nonetheless remains outstanding, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights disclose any such Confidential Information, such Investor Shareholder or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter its Representative may disclose such portion of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing such Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8without liability hereunder.

Confidentiality. The Rights Agent agrees with Parent Except as otherwise expressly permitted in this Agreement, both Parties will hold in confidence the Programs, Documentation and all other non-public or proprietary information or any other information that during by its form, nature, content or mode of transmission would to a reasonable recipient be deemed confidential or proprietary as made available by the term of this Agreement and for three disclosing Party (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) ). Both Parties agree that the Programs and Documentation will be treated as proprietary trade secrets of HCL. Neither Party will make Confidential Information available in any form to any person or entity other Person than to its respective Affiliates and shall use Licensee’s Authorized Users on a need to know basis and subject to the same restrictions of this Section 14. Recipients of Confidential Information only as required that are not employees of either Party must be subject to a confidentiality agreement contained herein (in connection the case of non-employees such restrictions will be contained in a written agreement executed by the applicable contractor). Licensee represents and warrants to HCL that it maintains a system of confidentiality to protect its own Confidential Information, including written agreements with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedemployees, that the Confidential Information will not include be protected by such system using no less than a reasonable degree of care, and that Licensee shall ensure its recipients’ compliance with this Section. If Licensee at any information that is time becomes aware of any unauthorized use or becomes generally available to the public other than as a result (directly or indirectly) disclosure of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, Licensee will promptly and fully notify HCL of all facts known to it concerning such unauthorized use or disclosing Confidential Information to any Holder, to the extent disclosure and reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate HCL in seeking a protective order or other reliable assurance that confidential treatment will be accorded the appropriate remedy to limit such disclosure. Confidential Information disclosed does not include information which: is rightfully obtained by the Rights Agent receiving party without breaching any confidentiality obligations; is or (iii) disclosing becomes known to the public through no act or omission of the receiving party; the receiving party develops independently without using Confidential Information of the other party; or is disclosed in response to a valid court, regulatory requirement or governmental order if the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed receiving party notifies the disclosing party and assists in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8any objections .

Confidentiality. The Rights Agent agrees with Parent that during the term Neither Landlord nor Tenant nor any of their respective officers, agents, directors, managers, contractors, affiliates, accountants, licensees, employees, or attorneys, shall disclose any terms of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) Lease to any other Person third party whatsoever except as expressly allowed in this Paragraph 16.1, and shall use commercially reasonable efforts to limit the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) disclosure of the terms of this Lease only to those employees who have a reasonable business need to be aware of such terms. Further, Landlord covenants and agrees not to disclose to any third parties any other information regarding the occupancy of the Premises by Tenant, including, but not limited to, the location of Tenant’s laboratory in the Premises, or that Tenant has entered into any contractual relationship with Landlord, and shall use commercially reasonable efforts to limit information regarding Tenant’s occupancy, use, and contractual relationship with Landlord only to those employees who have a reasonable business need to be aware of such terms. Such confidentiality is a material consideration to Landlord and Tenant to enter into this Lease, and in the event of disclosure, Landlord and Tenant shall incur injury and damages to such an extent that such injury and damages are not capable of a precise computation. Therefore, upon breach or threatened breach of this Section 4.8 Paragraph 16.1 by Landlord or Tenant, the Rights Agent non-breaching party shall be entitled to seek injunctive or its attorneys other equitable relief. The terms of this Paragraph 16.1 shall not be breached should Landlord or agentsTenant be compelled by subpoena or other court order to disclose the terms of this Lease; providedin such event, furtherhowever, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential InformationTenant or Landlord, or disclosing Confidential Information to any Holderas applicable, shall give immediate notice to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice other of such requirements prior subpoena or other possible requirement of disclosure in order to making any disclosure so that Parent may afford such other party an opportunity to seek an appropriate protective order, provided, that order from the Rights Agent shall disclose only that portion court or other tribunal having jurisdiction of the Confidential Information that Premises to limit the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information public disclosure further as to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance contents of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Lease.

Confidentiality. (a) The Rights Agent agrees terms of the confidentiality agreement (the "CONFIDENTIALITY AGREEMENT") between Viacom and the Parent with Parent that during respect to the term of transactions contemplated by this Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of the Parent and the Purchaser under this Section 5.03 shall terminate; PROVIDED, HOWEVER, that the Confidentiality Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the Assets, the Businesses and transactions contemplated by this Agreement. If this Agreement is, for three any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. (3b) years From and after the Termination Closing Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person Seller shall, and shall use cause its Affiliates and their respective officers, directors, employees and advisors (collectively, the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided"RECIPIENTS") to, that the Confidential Information will not include keep confidential any information relating to the Publishing Subsidiaries, the Assets or the Businesses, except for any such information that (i) is or available to the public on the Closing Date, (ii) thereafter becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 a disclosure by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingRecipients or (iii) is or becomes available to a Recipient on a non-confidential basis from a source that to the Recipient's knowledge is not prohibited from disclosing such information to such Recipient by a legal, (ii) disclosing Confidential Information if contractual or fiduciary obligation to any other Person. Should a Recipient be required by to disclose any such information in response to a court order or applicable law so long as otherwise required by Law or administrative process, it shall inform the Rights Agent, to the extent permitted by law, provides Parent with prompt notice Purchaser in writing of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion request or obligation as soon as possible after it is informed of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed it and, if requested by Parentpossible, the Rights Agent shall cooperate with Parentbefore any information is disclosed, at Parent’s expense, to obtain an appropriate so that a protective order or other reliable assurance that confidential treatment will appropriate remedy may be accorded obtained. If a Recipient is obliged to make the Confidential Information disclosed by disclosure, it shall only make the Rights Agent or (iii) disclosing Confidential Information disclosure to the Rights Agent’s attorneys extent to which it is so obliged but not further or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth otherwise. Nothing in this Section 4.85.03 shall interfere with Viacom's normal reporting obligations under the Securities Act and the Exchange Act.

Confidentiality. ‌ The Rights Agent agrees with Parent Parties to this agreement recognize that during leasehold ownership information can be confidential and sensitive business information held and not routinely disclosed and may be exempt from disclosure under the term Freedom of this Agreement Information Act (FOIA), state counter- part regulation, or pursuant to a court order. Such confidential and for three (3) years after the Termination Datesensitive business information includes, but is not limited to, the Rights Agent following: • Maps depicting lands enrolled by an individual Participant that specifically identify the Participant; • Information about an individual Participant’s acreage position; or, • The location of any individual Participant’s Enrolled Lands that references the Participant individually. Accordingly, CEHMM shall allow access to a Participant’s confidential and sensitive business information to only the FWS, BLM, employees or agents of CEHMM, and the Participant that provided the information – unless otherwise authorized in writing by the Participant. CEHMM will not disclose any of authorize anyone to download, possess, or distribute the information contained unless otherwise authorized in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 writing by the Rights Agent or its attorneys or agents; providedParticipant. The FWS, furtherBLM, that nothing in this Section 4.8 will restrict and CEHMM shall take all reasonable steps to maintain the Rights Agent from (i) using Confidential Informationconfidentiality of such information under the relevant public information laws, or disclosing Confidential Information to any Holderincluding instructing the FWS’s, BLM’s, and CEHMM’s employees and/or agents accordingly, but shall not be responsible to the extent reasonably necessary in connection with enforcing any information is ultimately subject to disclosure under the Rights Agent’s rights relevant public record laws. If FWS or BLM receives a request under the Holders’ rightsFOIA, or defending any claims against FWS, BLM, or CEHMM receives a court order for confidential and sensitive business information, and has responsive documents in its possession containing such information, it will consult with the Rights Agent or any Holder, arising from, pertaining Participant that submitted the information and provide it with an opportunity to or relating object to the Merger Agreement, this Agreement, any letter of transmittal delivered by information’s disclosure before determining whether the information must be disclosed or on behalf of Parent (including by the Paying Agent) is exempt from disclosure pursuant to Section 2.3(c) of the Merger Agreement, FOIA or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any a court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, providedincluding, that but not limited to, FOIA Exemption 4. The FWS will redact any proprietary information within the Rights Agent shall disclose only that portion of enrollment according to FWS’s FOIA guidelines. Additional information regarding the Confidential Information that the Rights AgentFWS’s counsel advises process for responding to FOIA requests for possibly confidential information is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, set out at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or 43 CFR 2.26-2.36 (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.82015).

Confidentiality. This Agreement is intended to supersede and replace the Amended and Restated Confidentiality Agreement dated as of March 26, 2003 between Parent and Buyer (the “Confidentiality Agreement”). The Rights Agent agrees Confidentiality Agreement will terminate in full as of the Closing and the parties thereto will have no further obligations thereunder. The Seller and Parent will treat and hold as such, Buyer’s Confidential Information and refrain from using Buyer’s Confidential Information except to the extent such use is required to comply with Parent that during the term of securities Laws or in connection with this Agreement or the Ancillary Documents. At the request and option of Buyer, Seller and Parent will deliver promptly to the Buyer or destroy all tangible embodiments (and all copies) of Buyer’s Confidential Information which are in its possession. In the event that any Acquired Company is requested or required (by oral question or request for three (3information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) years after the Termination Date, the Rights Agent will not to disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Buyer’s Confidential Information, or disclosing Confidential Information to any Holder, to such Acquired Company will notify the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) Buyer promptly of the Merger Agreement, request or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure requirement so that Parent the Buyer may seek an appropriate protective orderorder or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver hereunder, any Acquired Company is, on the advice of counsel, compelled to disclose any of Buyer’s Confidential Information to any Governmental Body or else stand liable for contempt, the Acquired Company may disclose Buyer’s Confidential Information to the Governmental Body; provided, however, that the Rights Agent Acquired Company shall disclose only that portion use its Best Efforts to obtain, at the request of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed andBuyer, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the to such portion of Buyer’s Confidential Information required to be disclosed as the Buyer shall designate. Buyer will treat and hold as such, Seller’s Confidential Information and refrain from using Seller’s Confidential Information except in connection with this Agreement or the Ancillary Documents. At the request and option of Seller or Parent, Buyer will deliver promptly to Seller or Parent, as applicable, or destroy all tangible embodiments (and all copies) of Seller’s Confidential Information which are in its possession. In the event that Buyer is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any of Seller’s Confidential Information, Buyer will notify the Rights Agent Seller or (iii) disclosing Parent, as applicable, promptly of the request or requirement so that the Seller or Parent may seek an appropriate protective order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver hereunder, Buyer is, on the advice of counsel, compelled to disclose any of Seller’s Confidential Information to any Governmental Body or else stand liable for contempt, Buyer may disclose Seller’s Confidential Information to the Rights AgentGovernmental Body; provided, however, that Buyer shall use its Best Efforts to obtain, at the request of the Seller or Parent, an order or other assurance that confidential treatment will be accorded to such portion of Seller’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure Confidential Information required to be bound disclosed as Seller or Parent shall designate. NONCOMPETITION; NONSOLICITATION For a term of five years from the date of this Agreement, the Seller and Parent will not directly or indirectly (whether as a principal, agent, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, render advice to, invest in, be associated with, or otherwise carry on or engage in, the Business as conducted by confidentiality obligations no less restrictive than those set forth the Acquired Companies on the Closing Date anywhere in this Section 4.8the world.

Confidentiality. The Rights Agent agrees with Parent that during After the term Closing, Shareholder will hold in confidence and will not use, duplicate, reproduce, distribute, disclose or otherwise disseminate any information related to the Business, Fireline, the Fireline Assets or Purchaser, or any Affiliate thereof (the "Confidential Information") for so long as Shareholder is an Affiliate of this Agreement Purchaser and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of thereafter. Notwithstanding the foregoing, (a) all information that Shareholder receives as a member of the Board of Directors of Purchaser shall be deemed to be Confidential Information, and (b) Confidential Information (other than information that Shareholder receives as a member of the Board of Directors of Purchaser) shall not include (i) information that has been disclosed to the public without any violation of any confidentiality obligations of Shareholder to the Purchaser Group, (ii) disclosing Confidential Information if information that is required to be disclosed by any court order law or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective judicial order, provided, that the Rights Agent shall disclose Shareholder has been advised by independent legal counsel that such disclosure is required by law or judicial order and then only after prior written notice is given to Purchaser that portion of the Confidential Information that the Rights Agent’s counsel advises such disclosure has been requested and is legally required to be disclosed andby law, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information information that Shareholder needs to use, duplicate, reproduce, distribute, disclose or otherwise disseminate for the purpose of the prosecution or defense of any legal proceeding or arbitration proceeding, (iv) information that Shareholder needs to pursue collection of a Fireline account receivable for which Shareholder has indemnified Purchaser or Purchaser, or (v) information related to the Rights Agent’s attorneys Business or agentsFireline, on a need after such time as the noncompetition and nonsolicitation covenants contained in Section 7.14 of this Agreement have terminated or expired pursuant to know basisthe provisions thereof, provided that such agents shall and the noncompetition and nonsolicitation covenants contained in the Employment Agreement have agreed in advance of such disclosure terminated or expired pursuant to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8the provisions thereof.

Confidentiality. (a) The Rights Agent agrees terms of the Confidentiality Agreement, dated as of June 4, 2019 (the “Confidentiality Agreement”), by and between the Seller and Vintage Capital Management LLC are incorporated herein by reference and shall continue in full force and effect until the consummation of the Closing, at which time such Confidentiality Agreement and the obligations of the Purchaser under this Section 5.3 shall terminate only in respect of that portion of the Information (as defined in the Confidentiality Agreement) relating to the Business or the transactions contemplated by this Agreement, and all other terms of the Confidentiality Agreement shall continue in full force and effect in accordance with Parent that during the term of its terms. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and for three effect. (3b) Nothing provided to the Purchaser pursuant to Section 5.2(a) shall in any way amend or diminish the Purchaser’s obligations under the Confidentiality Agreement. The Purchaser acknowledges and agrees that any information provided to the Purchaser pursuant to Section 5.2(a) or otherwise by the Seller or any of its Representatives shall be treated as Information (as defined in the Confidentiality Agreement) under, and shall be subject to the terms and conditions of, the Confidentiality Agreement. (c) From and after the Closing until the date that is two (2) years after the Termination Closing Date, the Rights Agent will not disclose Seller shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential any non-public information to the extent related to the Business and learned or otherwise obtained by the Seller or any of its Affiliates prior to the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this AgreementClosing; provided, however, that the Confidential Information will Seller shall not be liable hereunder with respect to any disclosure of any such information to the extent such disclosure is reasonably determined by the Seller (with the advice of counsel) to be required by any applicable Law or Governmental Order, including applicable rules of any securities exchange on which the Seller’s securities are traded. In the event that the Seller or any of its Affiliates or its or their Representatives intend to disclose any such non-public information pursuant to the exception noted in the proviso above, the Seller shall, (i) to the extent permitted by applicable Law and practicable under the circumstances, provide the Purchaser with prompt written notice of such intended disclosure, and (ii) use commercially reasonable efforts to preserve the confidentiality of such non-public information. Notwithstanding the foregoing, such non-public information shall not include any information that (A) is or becomes generally available to the public after the Closing other than as a result (directly of a disclosure by the Seller or indirectly) any of the its Affiliates or its or their respective Representatives in breach of this Section 4.8 5.3(c) or (B) becomes available to the Seller or any of its Affiliates or its or their respective Representatives after the Closing from a source other than the Purchaser or its Subsidiaries or its or their respective Representatives if the source of such information is not known, after reasonably inquiry under the circumstances, by the Rights Agent Seller or its attorneys Affiliates or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, its or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure their respective Representatives to be bound by a confidentiality obligations no less restrictive than those set forth in this Section 4.8agreement with, or other contractual, legal or professional obligation or duty of confidentiality to, the Purchaser or its Affiliates or any Vintage Person with respect to such information.

Confidentiality. (a) The Rights Agent Seller possesses and will possess following the Closing confidential and proprietary business information relating to the Acquired Assets and the Business (the "Proprietary Information"). The Seller agrees with Parent that during it will maintain the term confidentiality of all Proprietary Information and will not use, or disclose to any other party, for any purpose whatsoever, any Proprietary Information relating to the Acquired Assets or the Business. Further Seller acknowledges the critical importance of maintaining the Proprietary Information as confidential and agrees that because any award of monetary damages would be inadequate for any breach of this Agreement covenant and would cause prior irreparable harm to Buyer, that in any event of the breach or threatened breach of this covenant Buyer will be entitled to equitable relief, including injunctive relief and specific performance. Such remedy shall not be the exclusive remedy for three any breach of this covenant but will be in addition to all other remedies available at law or equity. (3b) years The Buyer agrees that prior to the Closing and, in the event that the Buyer is not the successful bidder, after the Termination Datetermination of this Agreement, the Rights Agent it will not disclose confidential information with respect to the Seller, the Acquired Assets or the Business, for any purpose or reason whatsoever (except to authorized representatives of the Buyer and to counsel and other advisers, provided that such advisors (other than counsel) agree to the confidentiality provisions of this Section 7(b)), unless (i) such information contained in becomes known to the Update Reports public generally through no fault of the Buyer, (ii) disclosure is required by law or the “Confidential Information”order of any governmental or regulatory authority under color of law, or (iii) to any other Person and shall use the Confidential Information only as Buyer reasonably believes that such disclosure is required in connection with the performance defense of its obligations under this Agreement and the enforcement of its rights under this Agreementa lawsuit or for certification or state licensure purposes; provided, that the Confidential Information will not include prior to disclosing any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, clauses (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information above, the Buyer shall, if possible, give prior written notice thereof to the Rights Agent’s attorneys Seller, its successors or agentsassigns, on a need and provide the Seller, its successors or assigns with the opportunity to know basiscontest such disclosure. Further Buyer acknowledges the critical importance of maintaining the Proprietary Information as confidential and agrees that because any award of monetary damages would be inadequate for any breach of this covenant and would cause prior irreparable harm to Seller, provided that such agents in any event of the breach or threatened breach of this covenant Seller will be entitled to equitable relief, including injunctive relief and specific performance. Such remedy shall have agreed not be the exclusive remedy for any breach of this covenant but will be in advance of such disclosure addition to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8all other remedies available at law or equity.

Confidentiality. The Rights Agent agrees with Parent that during Each Seller will treat and hold as such all of the term of this Agreement and for three (3) years after the Termination DateConfidential Information, the Rights Agent will not disclose refrain from using any of the information contained Confidential Information except in connection with this Agreement, and deliver promptly to Buyer or destroy, at the Update Reports request and option of Buyer, all tangible embodiments (the “Confidential Information”and all copies) to any other Person and shall use of the Confidential Information only as that are in its possession. In the event that any Seller is requested or required pursuant to oral or written question or request for information or documents in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedany legal proceeding, that the Confidential Information will not include interrogatory, subpoena, civil investigative demand, or similar process to disclose any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) that Seller will notify Buyer promptly of the Merger Agreement, request or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure requirement so that Parent Buyer may seek an appropriate protective orderorder or waive compliance with the provisions of this Section 6(d) at the Buyer’s sole cost. If, in the absence of a protective order or the receipt of a waiver hereunder, any Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any Governmental Authority or else stand liable for contempt or become subject to any other penalty under Applicable Law, that Seller may disclose the Confidential Information to such Governmental Authority; provided, however, that the Rights Agent disclosing Seller shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required use commercially reasonable efforts to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parentobtain, at Parent’s expensethe reasonable request of Buyer, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed by as Buyer shall designate. Notwithstanding the Rights Agent foregoing, in connection with the enforcement of or (iii) disclosing Confidential Information any dispute over the terms of this Agreement or any agreement entered into in connection with this Agreement, each of the Sellers and their Affiliates may disclose the terms of such agreements and documents to the Rights Agentextent necessary for their enforcement or in connection with any such dispute; provided, such Seller or Affiliate shall seek the court’s attorneys permission to disclose such materials under seal or agentsan order of confidentiality, on without waiving any of the rights of such Seller or Affiliate. Notwithstanding anything to the contrary herein, each of the Seller and its Affiliates shall be permitted to disclose the terms of agreements to which such Seller or Affiliate is a need party and relevant financial aspects and consequences of the transactions contemplated by this Agreement that are directly relevant to know basissuch Seller or Affiliate to their service providers, provided so long as such Seller or Affiliate instructs that such agents information shall have agreed in advance of be kept confidential and such disclosure party agrees to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8keep such information confidential.

Confidentiality. The Rights Agent Employee acknowledges Employee’s fiduciary duty and duty of loyalty to the Company, and the obligations arising from them not to disclose business information provided or acquired on a confidential basis. Further, Employee acknowledges that the Company, in reliance on this Agreement, will provide Employee access to trade secrets, customers, proprietary data and/or other Confidential Information. Employee agrees with Parent that to retain this information as confidential and not to use this information for Employee’s personal benefit or the benefit of anyone other than the Company or to disclose it to any third party, except when required to do so to properly perform duties for the Company. Further, as a condition of employment, during the term time Employee is employed by the Company and continuing after any termination of this Agreement Employee’s employment, Employee agrees to protect and hold in a fiduciary capacity for three (3) years after the Termination Date, the Rights Agent will not disclose any benefit of the information contained in the Update Reports (the “Company all Confidential Information”) , as defined below, unless Employee is required to disclose Confidential Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. In the event that Employee receives an order or other legal demand, such as a subpoena, discovery request, or order of a court or other body having jurisdiction over such matter, to produce any Confidential Information or other information concerning the Company, Employee agrees to promptly provide the Company with written notice of such subpoena, order, demand or discovery request so that the Company may timely move to quash if appropriate. Employee shall use Confidential Information solely for the purpose of carrying out those duties assigned to Employee and not for any other Person and purpose. The disclosure of Confidential Information to Employee shall not be construed as granting to Employee any license under any copyright, trade secret, or right of ownership or any other right to use the Confidential Information only as required whatsoever. (a) For purposes of this Agreement, “Confidential Information” shall mean all information concerning the Company’s business that is not generally known to the public and which became known to the Employee in connection the course of or by virtue of employment with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Company. Confidential Information will shall include, but shall not be limited to designs, drawings, formulas, processes, methods, techniques, systems, models, samples, prototypes, contracts, reports, letters, notes, intellectual property, trade secrets and/or know-how, technical information, financial information and metrics (whether historical, projections or forecasts), and information concerning advertising, pricing, costs, business planning, operations, procedures, services, potential services, products, potential products, products under development, production, purchasing, marketing, sales, personnel (including identities, contact information, skills, performance, salary and benefits of other employees), customers, suppliers, or other information of the Company; any papers, data, records, devices, equipment, compilations, invoices, customer or supplier lists or contact information, compilations of names and addresses, or documents of the Company; any confidential information or trade secrets of any third party provided to the Company in confidence or subject to other use or disclosure restrictions or limitations; and any other information, written, oral, electronic, or retained in Employee’s memory, whether existing now or at some time in the future, whether pertaining to current or future developments or prospects, and whether created, revealed or accessed during the Employee’s employment, which pertains to the Company’s affairs or interests or with whom or how the Company does business. The Company acknowledges and agrees that Confidential Information shall not include any information that which is or becomes generally publicly available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 a disclosure by the Rights Agent Employee or its attorneys through other wrongful means. (b) Employee shall promptly notify the Company if he or agents; providedshe has reason to believe that the unauthorized use, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationpossession, or disclosing disclosure of any Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights has occurred or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8occur.

Confidentiality. The Rights Agent agrees with (a) Reference is made to that certain letter agreement dated July 28, 2011, by and between Seller and Parent that during (the “Confidentiality Agreement”). As used in this Section 10.1, the term “Evaluation Material” shall have the meaning assigned to such term in the Confidentiality Agreement. Upon the Closing, the Confidentiality Agreement shall expire and be of no further force and effect with respect to all Evaluation Material relating to the Product Business, the Purchased Assets or the Assumed Liabilities, but all such Evaluation Materials shall thereafter be governed by the provisions of Section 10.1(b); provided, however, such expiration of the Confidentiality Agreement shall in no way prejudice or adversely affect Seller’s ability to seek damages, or any other remedy available to Seller, with respect to a violation by Purchaser, Parent or Opco (or their respective Affiliates or representatives) of the Confidentiality Agreement prior to or after the Closing. Upon and after the Closing, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms with respect to all other Evaluation Material that does not relate to the Product Business, the Purchased Assets or the Assumed Liabilities. (b) From and after the Closing, all confidential information and all Evaluation Material relating to the Product Business, the Purchased Assets and the Assumed Liabilities shall constitute the “Purchaser Confidential Information” and shall be used by Seller solely as required to perform its obligations, exercise or enforce its rights under this Agreement (or any Ancillary Agreement), or comply with Applicable Law, and for three (3) years after no other purpose. Seller shall not disclose, or permit the Termination Datedisclosure of, the Rights Agent will not disclose any of the Purchaser Confidential Information to any Person except those Persons to whom such disclosure is necessary to permit Seller to perform its obligations, exercise or enforce its rights under this Agreement (or any Ancillary Agreement), or comply with Applicable Law. Seller shall treat, and will cause its Affiliates and the directors, officers, employees, agents, representatives and advisors of Seller or any of their Affiliates to treat, the Purchaser Confidential Information as confidential, using the same degree of care as Seller normally employs to safeguard its own confidential information contained from unauthorized use or disclosure, but in no event less than a reasonable degree of care. (c) All confidential information obtained by Purchaser, Parent or Opco (or their respective Affiliates or representatives) from Seller (or its Affiliates or representatives) other than the Update Reports Purchaser Confidential Information (the “Seller Confidential Information”) to any other Person shall be used by Purchaser, Parent and shall use the Confidential Information only Opco solely as required in connection with the performance of its obligations under this Agreement and the enforcement of to perform their respective obligations, exercise or enforce its rights under this Agreement (or any Ancillary Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information), or disclosing comply with Applicable Law, and for no other purpose. Purchaser, Parent and Opco shall not disclose, or permit the disclosure of, any of Seller Confidential Information to any Holderperson except those persons to whom such disclosure is necessary to permit Purchaser, Parent and Opco to perform their respective obligations, exercise or enforce their respective rights under this Agreement (or any Ancillary Agreement), or comply with Applicable Law. Purchaser, Parent and Opco shall each treat, and will cause their respective Affiliates and the extent reasonably necessary directors, officers, employees, agents, representatives and advisors of Purchaser, Parent and Opco or any of their Affiliates to treat, Seller Confidential Information as confidential, using the same degree of care as Purchaser, Parent and Opco normally employs to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. (d) In the event any Party is requested pursuant to, or required by, Applicable Law to disclose any of any other Party’s Confidential Information (i.e., Seller Confidential Information or Purchaser Confidential Information, as applicable), it will notify the other Party in a timely manner so that such Party may seek a protective order or other appropriate remedy or, in such Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement. Each Party will co-operate in all reasonable respects, in connection with enforcing any reasonable actions to be taken for the Rights Agent’s rights foregoing purpose. In any event, the Party requested or the Holders’ rights, required to disclose such Confidential Information may furnish it as requested or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) required pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant Applicable Law (subject to any of the foregoing, (ii) disclosing Confidential Information if required by any court such protective order or applicable law so long as the Rights Agentother appropriate remedy) without liability hereunder, to the extent permitted by law, provides Parent with prompt notice of provided that such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose Party furnishes only that portion of the Confidential Information that the Rights Agent’s which such Party is advised by a reasoned opinion of its counsel advises is legally required to be disclosed andrequired, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, and such Party exercises reasonable efforts to obtain an appropriate protective order or other reliable assurance assurances that confidential treatment will be accorded the such Confidential Information disclosed by the Rights Agent or Information. (iiie) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth Nothing in this Section 4.810.1 shall be construed as preventing or in any way inhibiting any Party from complying with Applicable Law governing activities and obligations undertaken pursuant to this Agreement, in any manner which it reasonably deems appropriate, including, for example, by disclosing to Governmental Authorities confidential or other information of the other Party.

Confidentiality. The Rights Agent Seller/Sub‐subcontractor shall retain in the strictest confidence all information furnished by Xxxxxxxxx/Subcontractor, Contractor and Owner, as well as the results of any reports or studies conducted as a result of this Agreement, along with all supporting work papers and any other substantiating documents. Contractor shall not disclose such information to others without the prior written consent of Purchaser/Subcontractor. Seller/Sub‐subcontractor shall not use information provided by Subcontractor, Contractor and Owner or obtained in the performance of Sub‐ subcontractor’s obligations under this Agreement for any purpose other than the fulfillment of the terms and conditions of the Agreement. Seller/Sub‐subcontractor agrees that Purchaser/Subcontractor will suffer irreparable harm if Seller/Sub‐subcontractor breaches any of its covenants pursuant to this Section and that monetary damages alone would be inadequate to compensate Purchaser/Subcontractor for such breach. Accordingly, Seller/Sub‐subcontractor agrees that, if Seller/Sub‐subcontractor breaches or threatens to breach any provision of this Section, Purchaser/Subcontractor, in addition to and not in limitation of, any other rights, remedies or damages available at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Sub‐subcontractor or Sub‐subcontractor’s officers, directors, employees, agents, representatives and any and all persons directly or indirectly acting for, on behalf of, or with Parent Seller/Sub‐subcontractor. Recipient acknowledges that during the term disclosure of Confidential Information in violation of this Agreement and for three (3) years after may give rise to an irreparable injury to the Termination DateDisclosing Parties inadequately compensable in damages. Accordingly, the Rights Agent will not disclose Disclosing Parties may seek (without the posting of any bond or other security) injunctive relief to prevent the breach or threatened breach of the information contained foregoing undertaking of confidentiality and nondisclosure, in the Update Reports (the “Confidential Information”) addition to any other Person legal and equitable remedies available to Disclosing Party including without limitation monetary, exemplary, consequential or punitive damages and attorney fees. It is further agreed that nothing herein contained shall limit or impair the right or obligation of Recipient to: disclose any Confidential Information of the Disclosing Parties when required by law or legal or administrative process, including without limitation pursuant to U.S. Federal, State or local tax law, rule or regulation, provided that the Recipient will provide the Disclosing Parties with prompt written notice prior to such disclosure, or use the Confidential Information only as required same in connection with the performance of its obligations under this Agreement and the enforcement of its rights under the terms and conditions of this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.

Confidentiality. The Rights Agent agrees with Parent that during (a) No Lender will use confidential information obtained from the term of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any Borrower by virtue of the transactions contemplated hereby or its other relationships with the Borrower in connection with the performance by such Lender of services for other companies that are not affiliates of such Lender, and no Lender will furnish any such information contained to such other companies. The Borrower acknowledges that no Lender has any obligation to use in connection with the Update Reports transactions contemplated hereby, or to furnish to the Borrower, confidential information obtained from other companies. (b) Each Lender agrees to keep confidential, and not to publish, disclose or otherwise divulge to anyone (and to cause their respective officers, directors, employees, agents and representatives to keep confidential, and not to publish, disclose or otherwise divulge to anyone) all information with respect to the Companies, including all financial information and projections or all other information (the “Confidential Information”) except that the Lenders shall be permitted to disclose Confidential Information: (i) to the Administrative Agent, any other Person Lender or any affiliate thereof; (ii) to their respective officers, directors, employees, agents, advisors, attorneys, accountants and shall use representatives on a “need-to-know” basis in connection with the Confidential Information only as respective roles of the Lenders described herein, provided that the Lenders implement reasonable precautions to prevent disclosure by any such personnel, (iii) to the extent required by applicable laws and regulations or requested or required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedany litigation or other legal process, provided that the Lenders will use reasonable efforts to provide the Borrower with a reasonable opportunity to challenge the disclosure and request confidentiality protection for any Confidential Information will not include any information that is required to be disclosed, (iv) subject to an agreement to comply with the provisions of this Section, to (A) actual or becomes generally available prospective transferees or (B) any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (v) to the public extent requested by any regulatory authority with jurisdiction over any Lender or any Affiliate of any Lender, (vi) to the extent such Confidential Information (A) becomes publicly available other than as a result (directly or indirectly) of the a breach of this Section 4.8 agreement known to the disclosing Lender, (B) becomes available to such Lender on a non-confidential basis from a source other than the Borrower or (C) was available to such Lender on a non-confidential basis prior to its disclosure by the Rights Agent Borrower, (vii) to the National Association of Insurance Commissioners or its attorneys any similar organization or agents; provided, further, any nationally recognized rating agency that nothing requires access to information about a Lender’s investment portfolio in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationconnection with ratings issued with respect to such Lender, or disclosing Confidential Information to any Holder, (viii) to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining Borrower shall have consented to or relating such disclosure. Notwithstanding anything to the Merger Agreementcontrary contained above, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant Lenders shall be entitled to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of use the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order in exercising remedies under this Agreement or any other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Loan Paper.

Confidentiality. The Rights Agent agrees with Parent Buyer and Buyer Sub, on the one hand, and Seller and each member of the Paper Group, on the other, each acknowledges that during all confidential or proprietary information of the term other party provided to it and its Affiliates, financing sources, agents and representatives by Seller and its Affiliates, agents and representatives (in the case of this Agreement Buyer and for three Buyer Sub as the receiving party) or by Buyer and its Affiliates, agents and representatives (3in the case of Seller and the Paper Group as the receiving party) years after is subject to the Termination Dateterms of the Confidentiality Agreement, the Rights Agent will not disclose any terms of which are hereby incorporated herein by reference (such confidential or proprietary information of the information contained in the Update Reports (the disclosing party is referred to herein as such party’s, “Confidential Information”) ). Notwithstanding anything to any other Person the contrary contained in the Confidentiality Agreement, the obligations of Buyer and its Affiliates (excluding, for the avoidance of doubt Seller and its post-Closing Affiliates), financing sources, agents and representatives under the Confidentiality Agreement shall use the continue with respect to Confidential Information only of Seller and its post-Closing Affiliates with respect to Seller’s Other Businesses. During the two (2) year period immediately following the Closing (other than with respect to protected trade secrets, which shall be considered Confidential Information of the Buyer and Buyer Sub for so long as required in connection with such trade secrets remain protected trade secrets under applicable law), all Confidential Information of the performance Business or the Paper Group and their Subsidiaries shall be deemed Confidential Information of Buyer and Buyer Sub and not of Seller or any of its obligations under this Agreement post-Closing Affiliates and the enforcement of Seller and its rights under this Agreement; provided, that the post-Closing Affiliates shall keep such Confidential Information will confidential and without the prior written consent of Buyer shall not include use or disclose such Confidential Information in any information that is or becomes generally available to the public manner whatsoever other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary required by applicable law or regulation and/or as contemplated by or permitted under any Ancillary Agreement; provided that this sentence shall have no force and effect unless and until the Closing is consummated. Except as set forth in connection with enforcing the Rights Agent’s rights or immediately preceding sentence, all of the Holders’ rights, or defending confidentiality provisions of the Confidentiality Agreement shall continue in full force and effect after the Closing and will survive any claims against termination of this Agreement. In the Rights Agent or event of any Holder, arising from, pertaining to or relating to the Merger Agreement, termination of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) terms of the Merger Confidentiality Agreement shall continue in full force and effect and unamended by this Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.

Confidentiality. The Rights Agent agrees with Parent that During the course of its engagement under this Sublicense Agreement, Sublicensee may have access to Licensor Confidential Information (as defined in the Marriott License). Sublicensee will not, during the term of this Agreement and for three (3) years after the Termination Datehereof or thereafter, the Rights Agent will not disclose any of the information contained without Licensor’s prior consent, which consent may be granted or withheld in the Update Reports (the “Confidential Information”) Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any other Person and shall “unauthorized” person or entity any Licensor Confidential Information or use the Licensor Confidential Information in any manner not expressly authorized by this Sublicense Agreement. Sublicensee may divulge such Licensor Confidential Information only to such of Sublicensee’s employees or agents as required require access to it in connection with order to provide the performance of its obligations Services under this Agreement Sublicense Agreement, and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is only if such employees or becomes generally available to the public other than as a result (directly or indirectly) agents are apprised of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice confidential nature of such requirements prior information before it is divulged to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be them and they are bound by confidentiality obligations no less restrictive than substantially similar to those set forth listed above. All other persons or entities are “unauthorized” for purposes of this Sublicense Agreement. Sublicensee agrees that the Licensor Confidential Information has commercial value and that Licensor and its affiliates have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its affiliates. Licensee will be liable to Licensor for any breaches of the confidentiality obligations in this Section 4.8Paragraph 3. by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor and MVWC the theft or loss of all or any part of the Licensor Confidential Information.

Confidentiality. The Rights Agent agrees with Parent Sellers and Owner acknowledge that during irreparable damage would occur if any confidential or proprietary information regarding the term of this Agreement and for three (3) years after the Termination DateBusiness, the Rights Agent will not Purchased Assets or Buyer were disclosed to or utilized on behalf of any person or entity that is in competition in any respect with the Business as conducted by the Buyer following the Closing. Without the prior written consent of Buyer, Sellers and Owner agree that they shall not, directly or indirectly, use or disclose any of such information. The provisions of this Section 4.7 shall not prohibit a Party from disclosing information covered by this Section 4.7 pursuant to a subpoena or other validly issued administrative or judicial process requesting the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreementinformation; provided, however, that prompt notice is provided to the Confidential Information will not include other Party of the required disclosure.Mail. Sellers and Owner authorize Buyer, on and after the Closing Date, to receive and open all mail received by Buyer relating to the Purchased Assets or the related Assumed Liabilities and to deal with the contents of such communications in any information proper manner. (a) With respect to any Equipment Indebtedness that is not a Non-Transferred Purchased Asset and may not be transferred without the consent of another person or becomes generally available to the public other than entity, and if such consent has not been obtained as a result (directly or indirectly) of the breach Closing Date despite the exercise by Sellers or Owner of this Section 4.8 by their respective reasonable efforts, Sellers shall continue to perform, and make all payments required, under the Rights Agent or terms of such Equipment Indebtedness until such time as such Equipment Indebtedness is transferred to Buyer and Buyer assumes the related Equipment Indebtedness. Until such transfer and assumption, the Parties shall cooperate to allow Buyer to make any payments required pursuant to such Equipment Indebtedness on behalf of Sellers. The Parties shall cooperate to obtain a release of Owner and Sellers, as applicable, from the applicable Equipment Indebtedness at the time of its attorneys or agents; provided, further, that nothing transfer and assumption. (b) Nothing contained in this Section 4.8 will restrict 4.9 shall relieve the Rights Agent from (i) using Confidential Information, Sellers or disclosing Confidential Information to Owner of their respective obligations under any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, other provisions of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) obligation pursuant to Section 2.3(c) 4.4 to use their respective reasonable efforts to obtain the consent of the Merger Agreement, applicable person or any certificate or document delivered pursuant entity to any of transfer the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, Non-Transferred Purchased Asset to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Buyer.

Confidentiality. The Rights Agent agrees with Parent that during At all times prior to, during, and after the term of this Agreement and for three the Contract, Seller will (3i) years after maintain the Termination Date, the Rights Agent will not disclose confidentiality of any information disclosed by Company or any of the information contained in the Update Reports its parents, subsidiaries, affiliates, customers, and contractors, whether or not identified as “confidential” upon disclosure (the “Confidential Information”); (ii) to not disclose or permit the disclosure of any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter person other than its employees for whom such knowledge is essential for performance of transmittal delivered by or on behalf of Parent a Contract; and (including by the Paying Agentiii) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing not use Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice except for performance of such requirements prior to making this Contract. Seller will immediately notify Company of any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the any Confidential Information that is not permitted by this Contract or other misuse of any Confidential Information or breach of this Contract. Without limiting the Rights Agentdirect liability of Seller’s counsel advises is legally required employees and others who may have received Confidential Information directly or indirectly from Seller, Seller will be responsible for the disclosure or other misuse of Confidential Information by Seller’s employees and others, and Seller will immediately take such steps as may be necessary to be disclosed andterminate any continuing disclosure or misuse by any of Seller’s employees and others of which Seller becomes aware. Company makes no representation or warranty of any kind, if requested by Parentexpress or implied, the Rights Agent shall cooperate with Parentrespect to any Confidential Information. Company may, at Parent’s expenseits sole discretion, elect at any time, by written notice to Seller, to obtain an appropriate protective order terminate Seller’s further use of Confidential Information for any purpose. Upon receipt of such notice, Seller will, and will cause Seller’s employees to, promptly cease all further use of Confidential Information, return to Company all physical materials containing Confidential Information, whether the materials were originally provided by Company or copied or otherwise prepared by Seller or any Seller employee, and erase or otherwise destroy any Confidential Information kept by Seller or any Seller employee in electronic or other reliable assurance that confidential treatment non-physical form. Such termination by Company will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agentnot affect Seller’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality continuing obligations no less restrictive than those set forth in this Section 4.816. Xxxxxx agrees that no information disclosed by it to Company will be confidential unless due notice thereof is given in advance to and accepted by Company in writing.

Confidentiality. (a) The Rights Agent agrees terms of the Confidentiality Agreement are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing and apply to IPH to the same extent they are applicable to Parent, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate; provided, however, that IPH’s confidentiality obligations with Parent respect to disclosure (but not use) of Evaluation Material (as defined in the Confidentiality Agreement) shall terminate only in respect of that during portion of the term Evaluation Material exclusively relating to the Business, and the confidentiality obligations not relating exclusively to the Business shall continue in full force and effect for a period of 12 months following the Closing Date. If, for any reason, the Transaction is not consummated, the Confidentiality Agreement shall continue in full force and effect for a period of 12 months following the termination of this Agreement Agreement. (b) Subject to Seller’s confidentiality obligations under the Transitional Services Agreement, Seller acknowledges that it shall not, and it shall cause its Subsidiaries not to, for three (3) a period of two years after the Termination Closing Date, the Rights Agent will not disclose any information that would be deemed Evaluation Material under the Confidentiality Agreement and which relates to the Business to anyone other than to representatives of IPH or the Transferred Company and its Subsidiaries, except for any such information contained that does not relate primarily to the Business or which is requested by any Governmental Entity or that is required by applicable Law to be disclosed by it in the Update Reports connection with any Action, and then, if permitted by Law, only after Seller has given written notice to IPH of its obligation to disclose such information (the “Confidential Information”) to any other Person and shall use the Confidential Information only as provided that no such notice is required in connection with a routine audit or examination by, or a blanket document request from, a Governmental Entity) so that IPH may waive compliance with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach provisions of this Section 4.8 by the Rights Agent 5.2(b) or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek be given an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, opportunity to obtain an appropriate protective order with respect to such disclosure, and Seller shall reasonably cooperate with IPH in connection with obtaining such protective order; provided that, if in the absence of a protective order or other reliable assurance the receipt of a waiver from IPH, Seller has been advised by legal counsel that confidential treatment will be accorded it is required to disclose such information, Seller may disclose such information. (c) Notwithstanding the Confidential Information disclosed by above or the Rights Agent Confidentiality Agreement, nothing in this Agreement or the Confidentiality Agreement shall prevent the Parent or any of its Subsidiaries from disclosing any information, including Required Financial Information, (i) to any Debt Financing Source in connection with any Debt Financing, (ii) in an offering circular, prospectus, bank book or private placement memorandum in connection with any Debt Financing, (iii) disclosing Confidential for the purposes of establishing a “due diligence” defense in connection with any Debt Financing, (iv) with Seller’s consent, as applicable or (v) in connection with Parent’s reporting obligations under the Exchange Act and its obligations under the Securities Act, including, but not limited to, its obligation to maintain the effectiveness of its shelf registration statement on Form S-1. No information made available to IPH, its monitor, or any other individual or entity pursuant to this Section 5.2 shall be made available to any employee of IPH or its affiliates (as that term is defined under FERC regulations) which employee engages in the sale, marketing, or trading of physical electricity or financial electricity derivative products. In addition to, and not in limitation of, the above, in furtherance of Seller’s obligations under Section 5.14, Parent or any of its Subsidiaries may disclose any information, including Evaluation Material, to any Debt Financing Source involved in the preparation of the Required Information to the Rights Agentextent reasonably necessary to perform any diligence with respect to, or confirm the accuracy of, the Required Financial Information, in each case subject to (x) Seller’s attorneys or agents, on a need prior consent (not to know basis, provided that such agents shall have agreed in advance be unreasonably withheld) and (y) the recipient of such disclosure information being subject to be bound by the confidentiality obligations no less restrictive than those set forth in under the Confidentiality Agreement and this Section 4.8Agreement).

Confidentiality. The Rights Agent Roche agrees with Parent that to keep confidential all information which may be disclosed to or discovered by Roche during Roche’s occupancy, operations or access on the term of Property pursuant to this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”), including, without limitation, the results of all inspections, analyses, studies and similar reports relating to the Property prepared by or for Roche, provided that the term “Confidential Information” shall not include such portions of materials, documents or other information which (i) is now public knowledge, or becomes public knowledge in the future, other than through acts or omissions of Roche or Roche’s Agents in violation of this Section, (ii) was known to Roche prior to Closing, or known to Roche after Closing without any other Person and shall restriction on use or disclosure, (iii) is disclosed at any time to Roche by a third party that had a lawful right to disclose it, or (iv) is developed by Roche independently of the Confidential Information only as required received hereunder. Unless otherwise agreed to in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedwriting by VMware, that the Roche agrees: (x) to keep all Confidential Information will confidential and not include to disclose or reveal any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holderperson other than Roche’s Agents, which for purposes of this Section, shall include Roche’s current and prospective lenders, accountants and attorneys, but then only to the extent reasonably necessary such parties need to review the Confidential Information for purposes of performing the Closure Work; and (y) not to use Confidential Information for any purpose other than in connection with enforcing its Closure Work. Roche further agrees to cause Roche’s Agents to agree to comply with the Rights Agent’s rights or non-disclosure requirements set forth in subsections (x) and (y) above. In the Holders’ rightsevent that Roche is requested pursuant to, or defending any claims against the Rights Agent required by, applicable law, regulation or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agentlegal process, to the extent permitted by lawdisclose any Confidential Information, provides Parent Roche agrees it shall provide VMware with prompt notice of such requirements prior request(s) to making enable VMware to seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, Roche or any disclosure so that Parent of Roche’s Agents is nonetheless legally compelled to disclose Confidential Information, Roche or Roche’s Agents may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that such portion of the Confidential Information that the Rights Agent’s counsel advises as is legally required to be disclosed anddisclosed. Notwithstanding the foregoing, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the (a) Confidential Information disclosed by shall be subject to disclosure in litigation between VMware and Roche and (b) the Rights Agent confidentiality covenant contained herein shall not limit Roche from communicating with Stanford University or (iii) disclosing Confidential Information to governmental authorities regarding its performance of the Rights Agent’s attorneys or agents, on a need to know basisClosure Work, provided that such agents shall VMware will be copied on all written communications sent by Roche to Stanford and governmental authorities. Notwithstanding the foregoing, if Roche wishes to have agreed discussions with any environmental regulatory agency staff (including the City of Palo Alto regarding hazardous material closure issues) regarding the environmental condition on or under the Property or the regulatory requirements applicable to them, Roche agrees to reasonably coordinate with VMware in advance of such disclosure to allow a joint approach to and joint discussion with the regulatory agency staff or Stanford, providing VMware and its agents an opportunity to be bound present for all such discussions; provided, however, that Roche may meet with such agencies without VMware if VMware is not available to meet with such agencies at the times proposed by confidentiality obligations no Roche so long as, not less restrictive than those set forth two (2) business days before the proposed meeting, Roche proposed to VMware at least two (2) meeting times during normal business hours. Notwithstanding the foregoing sentence, VMware and Roche will also comply with the provisions regarding communications with the governmental authorities in this Section 4.83.5(c) of the Purchase Agreement.

Confidentiality. The Rights Agent CARGILL DIRECT agrees to respect and protect the confidentiality of information pertaining to the Client. Client agrees to respect and protect the confidentiality of CARGILL DIRECT’s strategies to the fullest extent practicable. Client shall (1) limit access to and knowledge of CARGILL DIRECT’s advice, positions, trades and trading methods to those with Parent that during a reasonable need to know, (2) prevent others under its control from knowingly duplicating in other accounts the term of this Agreement positions and for three trades recommended to Client, and (3) years after the Termination Dateshall not duplicate, the Rights Agent will not disclose reprint or resell any of the advice or the printed material provided to Client by CARGILL DIRECT. Notwithstanding the foregoing, Client and CARGILL DIRECT acknowledge and agree that (a) Client may provide such information contained in the Update Reports (the “Confidential Information”) to any wholly-owned Affiliate which owns or operates an ethanol production facility, for which Cargill and the Affiliate have entered into agreements similar in nature to the Goods and Services Agreements, provided that such Affiliate agrees to be bound by the terms hereof or otherwise agree to maintain the confidential nature of such information, and provided further that Client may no longer provide such information to the owner of such ethanol production facility after the owner is no longer wholly-owned by the Client, (b) Client may provide such information to the Financing Parties, to rating agencies, to Persons to which offering statements or other Person and shall use the Confidential Information only as required in connection disclosure documents associated with the performance private or public offering of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered debt securities by or on behalf of Parent (including by Client are provided, to financial institutions and other Persons providing or expressing interest in providing debt financing or refinancing, lease financing and/or credit support in connection with the Paying Agent) pursuant to Section 2.3(c) construction and operation of the Merger AgreementEthanol Facility, and to Persons that are potential equity participants or any certificate transferees or document delivered pursuant to any purchasers of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basisEthanol Facility, provided that such agents shall have agreed Person executes a confidentiality agreement in advance substantially the form of Exhibit A to the Master Agreement in which such disclosure Person agrees (i) to be bound by confidentiality obligations no less restrictive than those set forth the terms hereof or otherwise agree to maintain the confidential nature of such information, and (ii) to use such information only for purposes of evaluating their investment or other involvement in this Section 4.8the Ethanol Facility, and (c) each Party may provide such information to its board members and equity owners consistent with its internal governance practices.

Confidentiality. The Rights Agent agrees with Parent Award Recipient acknowledges that during the term business of this Agreement the Company is highly competitive and for three (3) years after that the Termination DateCompany's strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the Rights Agent names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in its business to obtain a competitive advantage over competitors. Award Recipient further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. Award Recipient acknowledges that by reason of Award Recipient's duties to and association with the Company, Award Recipient has had and will not disclose any have access to and has and will become informed of confidential business information which is a competitive asset of the Company. Award Recipient hereby agrees that Award Recipient will not, at any time, make any unauthorized disclosure of any confidential business information contained or trade secrets of the Company, or make any use thereof, except in the Update Reports carrying out of employment responsibilities. Award Recipient shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the “Confidential Information”same becomes part of the public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) to any other Person and shall use the Confidential Information only as it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the performance of its any judicial, arbitration, dispute resolution or other legal proceeding in which Award Recipient's legal rights and obligations as an employee or under this Agreement and the enforcement of its rights under this Agreementare at issue; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, furtherhowever, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any HolderAward Recipient shall, to the extent reasonably necessary practicable and lawful in connection with enforcing the Rights Agent’s rights or the Holders’ rightsany such events, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating give prior notice to the Merger AgreementCompany of Award Recipient's intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which Award Recipient will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company would not be considered confidential to the Company. In addition to any other remedy available at law or in equity, in the event of any breach by Award Recipient of the provisions of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including Section 10 which is not waived in writing by the Paying Agent) pursuant to Section 2.3(c) Company, all vesting of the Merger Agreement, or any certificate or document delivered pursuant to any Units shall cease effective upon the occurrence of the foregoing, (ii) disclosing Confidential Information if required actions or inactions by any court order or applicable law so long as the Rights Agent, to the extent permitted Award Recipient constituting a breach by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion Award Recipient of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance provisions of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.810.

Confidentiality. The Rights Each Lender agrees to hold any confidential information that it may receive from Borrower or from the Agent agrees with Parent that during the term of on such Borrower's behalf, pursuant to this Agreement and in confidence, except for three disclosure: (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”a) to legal counsel and accountants for Borrower or any Lender; (b) to other Person and shall use professional advisors to Borrower or any Lender, provided that the Confidential Information only recipient has delivered to such Lender a written confidentiality agreement substantially similar to this Section 10.9; (c) to regulatory officials having jurisdiction over any Lender; (d) as required by applicable law or legal process or in connection with the performance of its obligations under this Agreement any legal proceeding in which any Lender and the enforcement of its rights under this AgreementBorrower are adverse parties; provided, that the Confidential Information will not include any information that is or becomes generally available and (e) to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary another financial institution in connection with enforcing a disposition or proposed disposition to that financial institution of all or part of any Lender's interests hereunder or a participation interest in the Rights Agent’s rights Revolving Note and/or the Term Note, each in accordance with Section 10.8 hereof, provided that the recipient has delivered to such Lender a written confidentiality agreement substantially similar to this Section 10.9. Each Lender further agrees that it will not use such confidential information in any activity or for any purpose other than the Holders’ rightsadministration of credit facilities extended to Borrower and its Subsidiaries and, without limitation, will take such steps as are reasonably appropriate to preclude access to any such confidential information to be obtained by any Person employed by any Lender, or defending by an affiliate of any claims against Lender, who is not involved in the Rights Agent or any Holder, arising from, pertaining administration of credit facilities extended to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any Borrower and its Subsidiaries. For purposes of the foregoing, "confidential information" shall mean any information respecting Borrower or its Subsidiaries reasonably specified by Borrower as confidential, other than (i) information filed with any governmental agency and available to the public, and (ii) disclosing Confidential Information if required information disclosed by Borrower to any court order Person not associated with Borrower without a written confidentiality agreement substantially similar to this Section 10.9. Certain of the confidential information pursuant to this Agreement is or applicable law so long as may be valuable proprietary information that constitutes a trade secret of Borrower or its Subsidiaries; neither the Rights Agent, provision of such confidential information to any Lender or the extent limited disclosures thereof permitted by lawthis Section 10.9 shall affect the status of any such confidential information as a trade secret of Borrower and its Subsidiaries. Each Lender, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or and each other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure Person who agrees to be bound by confidentiality obligations no less restrictive than those set forth this Section 10.9, acknowledges that any breach of the agreements contained in this Section 4.810.9 would result in losses that could not be reasonably or adequately compensated by money damages. Accordingly, if any Lender or any other person breaches its obligations hereunder, such Lender or such other person recognizes and consents to the right of Borrower, Intermediate Parent, and/or Broker Subsidiary to seek injunctive relief to compel such Lender or other Person to abide by the terms of this Section 10.9.

Confidentiality. The Rights Agent (a) Purchaser agrees with Parent that during all written documentation furnished to Purchaser by Seller concerning the term of this Agreement and for three (3) years after the Termination DatePremises, including, without limitation, the Rights Agent will not disclose any GSA Lease, the Property Contracts, and the Property Documents (all of the aforementioned information contained is collectively referred to as “Evaluation Material”), shall be treated confidentially as hereinafter provided. (b) All Evaluation Material shall not be used or duplicated by Purchaser in any way detrimental to Seller, or for any purpose other than evaluating a possible purchase of the Update Reports Premises by Purchaser, for any equity/joint venture partners or obtaining financing. Purchaser agrees to keep all Evaluation Material (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required than information which is a matter of public record or is provided in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally other sources readily available to the public other than as a result of disclosure thereof by Purchaser or Related Parties) strictly confidential; provided, however, that the Evaluation Material may be disclosed to the directors, officers, employees and partners of Purchaser, and to Purchaser’s lender, financing partners, agents, attorneys and accounting firm (directly or indirectlyall of whom are collectively referred to as “Related Parties”) who need to know such information for the purpose of evaluating a possible purchase of the breach Premises. The Related Parties shall be informed of the confidential nature of the Evaluation Material and shall be directed to keep all such information in the strictest confidence and use such information only for the purpose of evaluating a possible purchase by Purchaser. Purchaser will promptly, upon request of Seller following the termination of this Contract, deliver to Seller all Evaluation Material furnished by Seller, whether furnished before or after the date hereof, without retaining copies thereof. Purchaser will direct Related Parties to whom Evaluation Material is made available not to make similar disclosures and any such disclosure shall be deemed made by and be the responsibility of Purchaser. (c) Prior to the Closing, Purchaser shall keep strictly confidential and shall cause the Related Parties to keep strictly confidential the provisions of this Contract and the transactions contemplated hereunder. After the Closing, Purchaser and Seller shall not make any public disclosures and shall cause the Related Parties not to make any public disclosures mentioning Purchaser and/or Seller or regarding the provisions of this Contract or the transactions accomplished at Closing without the prior written consent of each party, unless required by law (d) Notwithstanding the foregoing provisions of this Section 4.8 15.6, Purchaser shall be entitled to disclose the Evaluation Materials and the existence of this Agreement to the extent, but only to the extent, such disclosure is required by the Rights Agent applicable law or its attorneys or agents; provided, further, that nothing in court order. (e) The provisions of this Section 4.8 will restrict 15.6 shall survive the Rights Agent from (i) using Confidential Information, Closing or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, termination of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Contract.

Confidentiality. The Rights Agent agrees with Parent Parties recognize that during fee leasehold and mineral ownership information is confidential and sensitive business information held and not routinely disclosed and may be exempt from disclosure under the term Freedom of this Agreement Information Act (FOIA). Such confidential and for three (sensitive business information includes but is not limited to the following: 1) any maps depicting lands enrolled by an individual Participant that specifically identify the Participant; 2) identifying information about an individual Participant’s acreage position; or 3) years after the Termination Datelocation of any individual Participant’s Enrolled Property that references the Participant individually. Accordingly, WAFWA shall allow access to the foregoing information to only the relevant State fish and wildlife agency, the Rights Agent will not disclose any FWS, employees or agents of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement WAFWA, and the enforcement of its rights under this AgreementParticipant that provided the information; provided, that however, unless otherwise authorized in writing by the Confidential Information Participant, WAFWA shall only allow such access to the information via a password protected database maintained by WAFWA and solely for the purpose of allowing the relevant State fish and wildlife agency, the FWS, employees or agents of WAFWA, or the Participant to view the particular information for monitoring and reporting, as described herein. XXXXX will not include any authorize anyone to download, possess, or distribute the information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 unless otherwise authorized in writing by the Rights Agent or its attorneys or agents; providedParticipant. FWS and WAFWA shall take all reasonable steps to maintain the confidentiality of such information under the relevant public information laws, furtherincluding instructing the State fish and wildlife agency and WAFWA’s employees and/or agents Number accordingly, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, but shall not be responsible to the extent reasonably necessary any information is ultimately subject to disclosure under the relevant public record laws. If FWS receives a request under the FOIA for information identified as potentially confidential in connection this section, and has responsive documents in its possession containing such information, it will consult with enforcing the Rights Agent’s rights or Participant that submitted the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining information and provide it with an opportunity to or relating object to the Merger Agreement, this Agreement, any letter of transmittal delivered by information’s disclosure before determining whether the information must be disclosed or on behalf of Parent (including by the Paying Agent) is exempt from disclosure pursuant to Section 2.3(c) of FOIA, including, but not limited to Exemption 4. Additional information regarding the Merger Agreement, or any certificate or document delivered pursuant FWS’ process for responding to any of the foregoing, FOIA requests for possibly confidential information is set out at 43 CFR 2.26-2.36 (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.2013). Number

Confidentiality. The Rights Agent agrees with For a period of four years following the Closing, Seller and Seller Parent agree not to disclose to any third party (other than to Purchaser and its Affiliates and Representatives) or use any Confidential Information. In the event that during the term of this Agreement and Seller and/or Seller Parent are requested or required pursuant to written or oral question or request for three (3) years after the Termination Dateinformation or documents in any Legal Proceeding, the Rights Agent will not interrogatory, subpoena, civil investigation demand or similar process to disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, Seller and/or Seller Parent (to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights not prohibited by any Legal Requirement or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying AgentGovernmental Body) pursuant to Section 2.3(c) will notify Purchaser promptly of the Merger Agreement, request or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure requirement so that Parent Purchaser may seek an appropriate protective orderorder or waive compliance with the provisions of this Section 5.8. If, provided, that in the Rights Agent shall disclose only that portion absence of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate a protective order or the receipt of a waiver hereunder, Seller and/or Seller Parent is, on the advice of counsel, compelled to disclose any Confidential Information to any Governmental Body or otherwise or else stand liable for contempt, Seller and/or Seller Parent may so disclose the Confidential Information; provided, however, that Seller or Seller Parent, as applicable, shall use its reasonable best efforts to obtain, at the request of Purchaser and at Purchaser’s sole expense, an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed by as Purchaser shall designate. The foregoing provisions shall not apply to any Confidential Information that is generally available to the Rights Agent public immediately prior to the time of disclosure unless such Confidential Information is so available due to the actions of Seller and/or Seller Parent not in accordance with this Section 5.8. Notwithstanding anything to the contrary contained in this Section 5.8, Seller and Seller Parent may use: (a) Residual Knowledge relating to the Acquired Companies; and (b) Confidential Information for any reasonable (and non-competitive) purpose, including as may be necessary for: (i) preparation of tax returns and financial statements which are the responsibility of Seller Parent or Seller; (ii) management and handling of any Tax audits and Tax disputes which are the responsibility of Seller Parent or Seller; (iii) disclosing Confidential Information to the Rights Agent’s attorneys complying with any audit request, subpoena or agents, on other investigative demand by any Governmental Body or for any civil litigation; or (iv) defense or settlement of (or otherwise for a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those reasonable purpose relating to) any matter set forth in this Section 4.8Schedule 6.2(c).

Confidentiality. The Rights Agent agrees with Parent that during 7.1 GEP acknowledges that, in performing its duties from time to time hereunder, it shall receive from the term Company certain information relating to the Company, the Acquisition and otherwise to the transactions contemplated by this engagement letter. For purposes of this Agreement and paragraph, all such information, except for three information which (3i) years after is comprised in Acquisition Documents as approved by the Termination DateCompany (ii) GEP is otherwise authorised by the Company to disclose to third parties otherwise than on a confidential basis, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”iii) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result of a disclosure by GEP where such disclosure is not permitted, or (directly iv) is or indirectly) of becomes available to GEP on a non-confidential basis from a person or entity other than the breach of this Section 4.8 Company, is hereinafter referred to as "Confidential Information". 7.2 GEP shall keep the Confidential Information confidential and not without the Company's prior consent, except as required by the Rights Agent law, legal process, or its attorneys or agents; providedregulatory authority, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, disclose or disclosing reveal any Confidential Information to any Holderperson, firm or entity other than those employees, agents or advisors of GEP who are actively and directly participating in the transactions contemplated by this engagement letter or who otherwise need to know the extent reasonably necessary Confidential Information for the purpose of evaluating, structuring or reviewing any portion of the Acquisition or GEP's role with respect thereto, or (ii) use Confidential Information for any purpose other than in connection with enforcing the Rights Agent’s rights or transactions contemplated by this engagement letter. 7.3 If GEP's engagement is terminated at any time, GEP shall continue to maintain the Holders’ rightsConfidential Information in confidence in accordance with the terms of this engagement letter and, upon the written request of the Company, such Confidential Information and all copies thereof as are held by GEP, will be returned to the Company, or destroyed by GEP, provided, however, that GEP may retain one copy of the Confidential Information in the files of its general counsel for compliance purposes or for the purpose of defending or maintaining any claims against the Rights Agent or any Holder, arising from, pertaining to or litigation relating to this engagement letter. 7.4 If GEP should decide that any such Confidential Information should be included in the Merger AgreementAcquisition Documents, and the Company withholds its consent to such disclosure or refrains from co-operating fully in such disclosure, GEP may immediately terminate the Services and the Company shall immediately reimburse all GEP's fees and expenses due under clause 4 herein., as provided in paragraph 4.3 together with all fees, if any, due under paragraph 4.2. 7.5 The Company agrees that this Agreementengagement letter (including the fact of its existence and its terms and conditions), and the services it describes, together with any letter related information or documents, constitute confidential and propriety information of transmittal delivered GEP. The Company further agrees that its written and verbal reports to the Company and all writings prepared by or on behalf of Parent GEP and furnished to the Company in connection with GEP's engagement hereunder (including collectively the "GEP Information") shall be kept confidential and the Company shall not without GEP's prior written consent, except as required by the Paying Agentlaw, legal process or a regulatory authority, (i) pursuant disclose or reveal any GEP Information to Section 2.3(c) any person, firm or entity other than those employees, agents or advisors of the Merger AgreementCompany who are actively and directly participating in the transactions contemplated by this engagement letter or otherwise needed to know the GEP Information for the purpose of evaluating, structuring or reviewing any portion of the Acquisition or the Company's participation with respect thereto, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing use the GEP Information for any purpose other than in connection with the transactions contemplated by this engagement letter. 8 RELATED PARTIES GEP acknowledges that it will take all reasonable steps to ensure that, pursuant to paragraph 7 above, any Confidential Information if required by any court order or applicable law so long as obtained from the Rights Agent, Company shall not be disclosed to the extent Related Parties, except as permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8under paragraph 7.

Confidentiality. The Rights Agent Landlord agrees with Parent that during the term of this Agreement to treat, and for three (3) years after the Termination Dateto cause Landlord's Accepted Auditor to treat, all Books and Records, Financial Statements, Monthly Reports, the Rights Agent will Annual Revenue Projections Construction Documents and other financial information as confidential and, except in response to a valid court order or an administrative order from the LGCB, shall not disclose divulge any of the information contained in the Update Reports (the “Confidential Information”) records to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from third parties without (i) using Confidential Informationwith respect to information from Tenant, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter prior written consent of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingTenant, (ii) disclosing Confidential Information with respect to information from Casino Subtenant, the prior written consent of Casino Subtenant and (iii) with respect to information from the Casino Manager/Operator, the prior written consent of the Casino Manager/Operator; provided that Tenant, Casino Subtenant and Casino Manager/Operator, with respect to information that each has provided, have treated and handled such Books and Records, Financial Statements and other financial information as confidential by marking or otherwise designating the material as confidential in a visible manner reasonably calculated to provide actual notice to Landlord and Landlord's Accepted Auditor of its confidential status and by taking due care to prevent disclosure of the material except to authorized persons. Notwithstanding the foregoing, Landlord shall have the right to provide the information to the Mayor and the City Council with the understanding and agreement that the information shall also be maintained in strictest confidence by the Mayor and the various City Council members. Notwithstanding anything to the contrary, Landlord, Landlord's Accepted Auditor and the City shall have the right to divulge confidential information (a) if required by law, (b) if already public as a result of disclosure by Tenant, Casino Subtenant or the Casino Manager/Operator, (c) in an enforcement proceeding by Landlord against Tenant pertaining to this Lease provided that the confidentiality of the confidential information will be maintained in the enforcement proceeding by way of an agreed protective order, filing in the enforcement proceeding under seal, or similar mechanism, or, if needed, (d) to their accountants and/or attorneys, provided that their accountants and attorneys agree to maintain the confidentiality of the information as required in this Section 14.4. Other than disclosure pursuant to (b) above, before the City and Landlord may divulge confidential information, any court order or applicable law so long as reasonable action necessary to keep the Rights Agentinformation confidential, including the execution of confidentiality agreements, will be undertaken. The identity of customers will not be divulged. Prior to the extent permitted any disclosure required by law, provides Parent Landlord, Landlord’s Accepted Auditor and/or the City shall provide the party whose information is sought to be disclosed, whether Tenant, Casino Subtenant, or Casino Manager/Operator, with prompt written notice of such requirements prior the request to making any disclosure divulge the confidential information so that Parent Tenant, Casino Subtenant, or Casino Manager/Operator may seek an appropriate a protective orderorder from a court of competent jurisdiction that either prohibits the disclosure or, provided, if the court orders that the Rights Agent shall disclose only that portion confidential information be disclosed, prohibits further dissemination or disclosure of the Confidential Information that confidential information by the Rights Agentthird party to whom the information is disclosed. Landlord, Landlord’s counsel advises is legally required to be disclosed and, if requested by Parent, Accepted Auditor and/or the Rights Agent City shall cooperate with Parent, at Parent’s expense, to obtain an appropriate provide reasonable assistance in opposing such disclosure or seeking a protective order or other reliable assurance that confidential treatment will be accorded available limitations on disclosure. If, after providing such notice and assistance required herein, Landlord, Landlord’s Accepted Auditor and/or the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information City remains subject to the Rights Agentrequired disclosure of confidential information, then the Landlord, Landlord’s attorneys or agents, on a need to know basis, provided Accepted Auditor and/or the City shall only disclose such information that such agents shall have agreed in advance of such the requested disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8specifically requires.

Confidentiality. The Rights Agent agrees with Parent that during Seller will treat and hold as such all of the term of this Agreement and for three (3) years after the Termination DateConfidential Information, the Rights Agent will not disclose refrain from using any of the information contained Confidential Information except in connection with this Agreement, and deliver promptly to the Update Reports Purchaser or destroy, at the request and option of the Purchaser, all tangible embodiments (the “Confidential Information”and all copies) to any other Person and shall use of the Confidential Information only as required which are in connection with his or its possession. In the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, event that the Confidential Information will not include Seller is requested or required (by oral question or request for information or documents in any information that is legal proceeding, interrogatory, subpoena, civil investigative demand, or becomes generally available similar process) to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using disclose any Confidential Information, or disclosing Confidential Information to any Holder, to Seller will notify the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) Purchaser promptly of the Merger Agreement, request or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure requirement so that Parent the Purchaser may seek an appropriate protective orderorder or waive compliance with the provisions of this section. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Seller may disclose the Confidential Information to the tribunal; provided, however, that the Rights Agent Seller shall disclose only that portion use its best efforts to obtain, at the request of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed andPurchaser, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Purchaser shall designate. For the purpose of this section, "Confidential Information" means any and all information concerning the businesses and affairs of the Division Business other than that information which is already generally or readily obtainable by the Rights Agent public or (iii) disclosing Confidential Information is publicly known or becomes publicly known through no fault of the Sellers. The Seller also agrees that it shall cause its directors and officers to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in comply with this Section 4.88.11 for a period of one (1) year after the Closing Date and shall be responsible for any breach of this Section 8. 11 by such officers and directors. The Seller also agrees it shall use its reasonable best efforts to cause its employees to comply with this Section 8.11 for a period of one (1) year after the Closing Date.

Confidentiality. The Rights Agent agrees with Parent that during Each party hereto acknowledges the term of this Agreement proprietary and for three (3) years after the Termination Date, the Rights Agent will not disclose any confidential nature of the information contained in the Update Reports (the “Confidential Information”) to any other Person , and agrees that it shall use preserve the confidentiality of the Confidential Information only as required in connection with and shall not use, publish, disseminate, distribute or otherwise disclose all or any portion thereof without the performance prior written approval of its obligations under this Agreement and the enforcement Board of its rights under this Agreement; provided, Directors. (a) In the event that the a Member receives either a request to disclose any Confidential Information will not include under the terms of a subpoena or order issued by a court or other Governmental Authority of competent jurisdiction or advice of legal counsel that disclosure is required under applicable Law, such Member agrees that, prior to disclosing any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedConfidential Information, further, that nothing in this Section 4.8 will restrict the Rights Agent from it shall (i) using Confidential Information, or disclosing Confidential Information to any Holder, to immediately notify the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter Board of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) Directors of the Merger Agreementexistence and terms of, and the circumstances attendant to, such request or any certificate or document delivered pursuant to any of the foregoingadvice, (ii) disclosing Confidential Information if required by any court order or applicable law so long consult with the Board of Directors as the Rights Agent, to the extent permitted by lawadvisability of taking legally available steps to resist or narrow any such request or to otherwise eliminate the need for such disclosure and (iii) if disclosure is required, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, use commercially reasonable efforts to obtain an appropriate a protective order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information disclosed by as is required to be disclosed. (b) Notwithstanding the Rights Agent above, a Member or a member of the Board of Directors may disclose Confidential Information (i) to the extent the disclosure is necessary as a result of the due and proper performance of its duties to the Company pursuant to this Agreement, (ii) to the extent necessary to enforce rights hereunder (provided, however, that the Member seeking to enforce its rights uses commercially reasonable efforts to preserve the confidential nature of the Confidential Information and to limit the harm to the Company or the other Members from the disclosure thereof) or (iii) disclosing Confidential Information in connection with disclosures of a general nature regarding general financial information, return on investment and similar information, including in connection with communications to direct and indirect beneficial owners of interests in the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth Member. The agreements contained in this Section 4.812.2 shall survive the withdrawal of any Member and the termination of the Company.

Confidentiality. The Rights Agent agrees with Parent Parties to this agreement recognize that during leasehold and ownership information is confidential and sensitive business information held and not routinely disclosed and may be exempt from disclosure under the term Freedom of this Agreement Information Act (FOIA), state counter- part regulation, or pursuant to a court order. Such confidential and for three (3) years after the Termination Datesensitive business information includes, but is not limited to, the Rights Agent following: • Maps depicting lands enrolled by an individual Participant that specifically identify the Participant; • Information about an individual Participant’s acreage position; or, • The location of any individual Participant’s Enrolled Lands that references the Participant individually. Accordingly, CEHMM shall allow access to a Participant’s confidential and sensitive business information to only the FWS, BLM, employees or agents of CEHMM, and the Participant that provided the information – unless otherwise authorized in writing by the Participant. CEHMM will not disclose any of authorize anyone to download, possess, or distribute the information contained unless otherwise authorized in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 writing by the Rights Agent or its attorneys or agents; providedParticipant. The FWS, furtherBLM, that nothing in this Section 4.8 will restrict and CEHMM shall take all reasonable steps to maintain the Rights Agent from (i) using Confidential Informationconfidentiality of such information under the relevant public information laws, or disclosing Confidential Information to any Holderincluding instructing the FWS’s, BLM’s, and CEHMM’s employees and/or agents accordingly, but shall not be responsible to the extent reasonably necessary in connection with enforcing any information is ultimately subject to disclosure under the Rights Agent’s rights or the Holders’ rightsrelevant public record laws. If FWS, BLM, or defending any claims against CEHMM receives a request under the Rights Agent FOIA, state counter-part regulation or any Holderpursuant to a court order for confidential and sensitive business information, arising fromand has responsive documents in its possession containing such information, pertaining it will consult with the Participant that submitted the information and provide it with an opportunity to or relating object to the Merger Agreement, this Agreement, any letter of transmittal delivered by information’s disclosure before determining whether the information must be disclosed or on behalf of Parent (including by the Paying Agent) is exempt from disclosure pursuant to Section 2.3(c) of the Merger AgreementFOIA, state counter-part regulation or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any a court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, providedincluding, that but not limited to, Exemption 4 or corresponding state provisions. The FWS will redact any proprietary information within the Rights Agent shall disclose only that portion of enrollment according to FWS’s FOIA guidelines. Additional information regarding the Confidential Information that the Rights Agent’s counsel advises FWS’ process for responding to FOIA requests for possibly confidential information is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, set out at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or 43 CFR 2.26- 2.36 (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.82013).

Confidentiality. Manager shall maintain the confidentiality of all information, data, and records (including LACERA Records) in any form from any source related to the services provided hereunder, including, but not limited to LACERA Information. Manager shall maintain the confidentiality of all LACERA Information using whatever security measures are necessary to protect all such material, data, and information from loss or damage by any cause, including, but not limited to, fire and theft. The Rights Agent preceding obligations shall not apply to LACERA Information which (1) was lawfully in the possession of Manager prior to disclosure of such information by LACERA, (2) was, or at any time becomes, available in the public domain or from a third party, other than through a violation of this Agreement, (3) is independently developed by Manager, or (4) is disclosed pursuant to an order to do so by a court of competent jurisdiction. Manager agrees with Parent that during the term LACERA Information will be used by Manager only for the purpose of providing the services set forth in this Agreement and not in any way detrimental to LACERA or for three (3) years after the Termination Date, benefit of a third party. Only representatives and Agents of Manager who need to review the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential LACERA Information only as required in connection with providing the performance services hereunder may access and view the LACERA Information. Manager shall inform all of its obligations under Agents of the confidentiality provisions of this Agreement, and require each Agent who is to have access to the LACERA Information to sign a confidentiality agreement governing the LACERA Information that is at least as restrictive as this Agreement before given access to the LACERA Information. Manager shall notify LACERA orally and the enforcement of its rights under this Agreement; provided, in writing within twenty-four (24) hours after Manager learns that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) confidentiality of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedLACERA Information in Manager’s possession has been compromised through dissemination, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationdisclosure, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rightsimpermissible use, or defending it is reasonably possible that it has been compromised and will use best efforts to assist LACERA in minimizing the damage from such disclosure. Manager shall indemnify, defend, and hold harmless LACERA from and against any claims against the Rights Agent or any Holder, arising from, pertaining to from or relating to the Merger unauthorized disclosure of any LACERA Information by Manager or its Agents. Both the confidentiality and indemnity obligations of Manager under this Section shall survive expiration or termination of this Agreement. In recognizing Manager’s need to identify its services and related clients to sustain itself, Manager may publicize its role under this Agreement within the following conditions: Manager will develop and present all such publicity material in a professional and not misleading manner. During the course of performance of this Agreement, Manager, its employees, agents, and subcontractors will not publish or disseminate commercial advertisements, press releases, opinions, or feature articles, using the name of LACERA or the County without the prior written consent of LACERA. Manager may, without the prior written permission of LACERA, indicate in its proposals and sales materials that it has been awarded an agreement to provide the services described in this Agreement. Audit Settlement If an error is discovered as a result of an audit performed by Manager or LACERA, or if Manager becomes aware of any letter of transmittal delivered by error affecting the Account or on behalf of Parent (including by Managed Assets through any other means, Manager shall use its best efforts to promptly correct such error or to cause the Paying Agent) appropriate party to correct such error. Manager shall pay any Claims resulting from such error to LACERA, pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.824 above.

Confidentiality. The Rights Agent agrees with Parent Consultant acknowledges that during (1) AOL, its subsidiaries and affiliated companies, are the term owners of valuable trade secrets, and other confidential information and license same from others, (2) in the performance of the Consulting Services, Consultant shall receive or become aware of such information as well other confidential and proprietary information concerning AOL, its subsidiaries and affiliated companies’ business affairs, finances, properties, methods of operation and other data including the terms of this Agreement and for three agreement (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the hereinafter collectively referred to as “Confidential Information”), and (3) to unauthorized disclosure of any other Person and shall use the Confidential Information only as required in connection with would irreparably damage AOL, its subsidiaries and/or affiliated companies. Consultant further acknowledges that the performance services which AOL, its subsidiaries and/or affiliated companies performs for clients are confidential that to enable AOL, its subsidiaries and/or affiliated companies to perform those services, its clients furnish confidential information concerning their business affairs, finances, properties, methods of operation and other data; that the good will of AOL, its subsidiaries and/or affiliated companies depends, among other things, upon its keeping such services and information confidential and that unauthorized disclosure of the same would irreparably damage AOL, its subsidiaries and/or affiliated companies; and that by reason of its obligations under duties hereunder, Consultant may come into possession of information concerning such services or information furnished by clients, even though Consultant does not himself take any direct part in or furnish the services performed for those clients. All such information owned by AOL, its subsidiaries and/or affiliated companies, licensed by AOL, its subsidiaries and/or affiliated companies, or concerning clients of AOL, its subsidiaries and/or affiliated companies and services rendered by AOL, its subsidiaries and/or affiliated companies to such clients if hereinafter collectively referred to as “Confidential Information.” For the purposes of this Agreement and the enforcement of its rights under this Agreement; providedagreement, that the Confidential Information will not include shall also mean any information that relating to or disclosed in the course of the Agreement, which is or becomes generally available should be reasonably understood to be confidential of proprietary to AOL, including, but not limited to, the public other than as a result (directly or indirectly) material terms of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter information about AOL Members (e.g., AOL Member names, screennames, addresses or other identifying information), technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and related business plans, projections, and marketing data. The provisions of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant this paragraph shall not apply to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that has, through no fault of Consultant, become public knowledge. As used herein, AOL Member shall mean authorized users of the Rights Agent’s counsel advises is legally required to be disclosed andAOL Network, if requested by Parent, including any sub-accounts using the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain AOL Network under an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8authorized master account.

Confidentiality. The Rights Agent agrees OpCo Purchaser acknowledges that the information being provided to it in connection with Parent that during this Agreement, the term of this Real Estate Purchase Agreement and for three the Ancillary Agreements and the transactions contemplated hereby and thereby is subject to the terms of the OpCo Confidentiality Agreement. PropCo Purchaser acknowledges that the information being provided to it in connection with this Agreement, the Real Estate Purchase Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby is subject to the terms of the PropCo Confidentiality Agreement. Effective upon, and only upon, the Closing, the OpCo Confidentiality Agreement and the PropCo Confidentiality Agreement shall terminate with respect to information related to the Business; provided, however, that the Purchasers acknowledge that their respective obligations of confidentiality and non-disclosure with respect to any and all other information provided to it by or on behalf of Seller or any of its Affiliates or Representatives, concerning Seller and its Affiliates not related to the Business shall continue to remain subject to the terms and conditions of the OpCo Confidentiality Agreement or the PropCo Confidentiality Agreement, as applicable. For a period of five (35) years after following the Termination DateClosing, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person Seller shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its or their respective Representatives to, keep confidential all information to the Confidential Information only as required extent related to the Business or the Acquired Companies, except to the extent (i) legally permissible, in connection with the performance of its obligations under this Agreement and the enforcement of its rights under any Action to enforce this Agreement; provided, that the Confidential Information will not include any (ii) such information that is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement, (directly iii) such information is subsequently received on a non-confidential basis from an unaffiliated person without an obligation of confidentiality or indirectlya breach of an obligation of confidentiality, (iv) such information is independently developed by employees of the breach of this Section 4.8 by the Rights Agent Seller, its Affiliate or its attorneys or agents; providedtheir respective Representative, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationas applicable, or disclosing Confidential Information (v) such information is requested or required by applicable Law, legal process, or judicial or governmental order or by any Governmental Authority to any Holderbe disclosed, in which case Seller shall (A) provide the Purchasers with prompt written notice of such requirement or request (to the extent legally permissible and reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agentpracticable) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent the Purchasers may seek an appropriate protective order or other appropriate remedy (at the Purchasers’ sole costs and expense) or waive compliance with the provisions of this Section 27, and (B) if no such protective order, providedremedy or waiver is obtained, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s information which counsel to Seller advises Seller is legally required to be disclosed and, if requested by Parentin such an event, the Rights Agent shall cooperate with Parent, at Parent’s expense, take commercially reasonable efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information disclosed by information being disclosed; provided that, notwithstanding the Rights Agent foregoing, no notice or (iii) disclosing Confidential Information further action shall be required in respect of a required disclosure of information to applicable regulatory authorities or self-regulatory organizations having authority over Seller in connection with routine regulatory examinations that are not targeted at such information, either Purchaser, this Agreement, the Rights Agent’s attorneys Real Estate Purchase Agreement or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8the transactions contemplated hereby or thereby.

Confidentiality. Licensee agrees to maintain the confidentiality of any confidential and proprietary information of Licensor that Licensee may be exposed to or acquire pursuant to this Agreement that the Licensee should know is considered confidential or proprietary by the Licensor based upon the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and data contained in the National Compensation System (“Confidential Information”). The Rights Agent National Compensation System and Licensed Material are trade secrets of the Licensor and shall be deemed Confidential Information for purposes of this Agreement. Licensee agrees to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than Licensor’s members who have contracted with Parent Licensee to provide consulting services as permitted under this Agreement. Licensee further recognizes that during its use of the term Confidential Information described herein is limited and Licensee agrees that it shall not use such Confidential Information for purposes not contemplated under this Agreement. Licensee agrees to keep such information confidential and maintain the secrecy of Licensor’s Confidential Information, especially information that has been identified as a trade secret. Licensee shall use its best efforts to assist the Licensor in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, Licensee shall advise the Licensor immediately in the event Licensee learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and for three (3) years after Licensee agrees to cooperate with Licensor in seeking injunctive or other equitable relief against any such person. Licensee acknowledges that the Termination Datebreach of its obligation of confidentiality may give rise to irreparable injury to the Licensor, which damage may be inadequately compensable in the Rights Agent will not disclose any form of monetary damages. Accordingly, Licensor may seek and obtain injunctive relief against the breach or threatened breach of the information contained foregoing undertakings, in the Update Reports (the “Confidential Information”) addition to any other Person and shall use legal remedies which may be available, to include, at the Confidential Information only as required in connection with sole election of the performance Licensor, the immediate termination, without penalty to the same, of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is in whole or becomes generally available to the public other than as a result (directly or indirectly) of the breach in part. The provisions of this Section 4.8 by shall survive the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, termination of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.

Confidentiality. The Rights Agent agrees with Parent that during Sub-Adviser will treat confidentially and as proprietary information of the term Company all records and other information relative to the Company and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of this Agreement its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for three (3) years after failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Termination DateCompany. Notwithstanding the foregoing, the Rights Agent will not Sub-Adviser may disclose any such information on regulatory filings and as is responsive to regulatory requests which, in each case, is determined to be necessary by legal counsel. In addition, notwithstanding anything else herein, the parties agree that the Sub-Adviser may retain a copy of the information contained in the Update Reports (the “Confidential Information”) records pertaining to, and be permitted to any other Person use and shall use the Confidential Information only as required in connection with disclose, the performance of its obligations under this Agreement and the enforcement Allocated Assets as part of its rights under this Agreementown track record; providedprovided that no such disclosures shall include any confidential information relating to the Adviser, that the Confidential Information Company or any special purpose vehicle owned thereby. The Adviser will treat confidentially and as proprietary information all non-public information of the Sub-Adviser provided to the Adviser, and will not include use such information for any information that is or becomes generally available to the public purpose other than as a result contemplated hereunder, except after prior notification to and approval in writing by the Sub-Adviser, which approval shall not be unreasonably withheld and may not be withheld where Adviser or the Company may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities. Notwithstanding the foregoing, the Adviser may disclose such information on regulatory filings and as is responsive to regulatory requests which, in each case, is determined to be necessary by legal counsel. For the avoidance of doubt, information relating to portfolio transactions of the Company or any special purpose vehicle owned thereby shall not be considered non-public or proprietary information of the Sub-Adviser. The Adviser further agrees to maintain in strict confidence and not use (except as contemplated herein) or disclose to any third party any investment advice provided by the Sub-Adviser. The Adviser will not replicate the Sub-Adviser’s trading strategy in another vehicle or otherwise take any action, directly or indirectly) of , that would knowingly circumvent the breach intent of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.

Confidentiality. The Rights Agent agrees with Parent that during a. DSI shall maintain the term deposit materials in a secure, environmentally safe, locked facility which is accessible only to authorized representatives of this Agreement and for three (3) years after DSI. DSI shall have the Termination Date, obligation to reasonably protect the Rights Agent will not disclose any confidentiality of the information contained in the Update Reports (the “Confidential Information”) to deposit materials and any other Person confidential and shall use the Confidential Information only as required proprietary information ("Information") disclosed to DSI in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that . DSI will take all reasonable precautions necessary to safeguard the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) confidentiality of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedDepositor’s Information, further, that nothing in this Section 4.8 will restrict the Rights Agent from including (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, those required under this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing2.1, (ii) disclosing Confidential Information if required those taken by any court order or applicable law so long as the Rights Agent, DSI to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that protect its own confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or information and (iii) disclosing Confidential Information those which the Depositor may reasonably request from time to time and for which the Depositor has agreed to pay DSI’s quoted fees for such requested precaution. b. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the Information. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or other order of a court or other judicial tribunal pertaining to the Rights Agentdisclosure or release of the deposit materials, DSI will immediately notify the parties to this Agreement. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any court or other judicial tribunal order. (See Section 7.5 below for notices of requested orders.) c. The parties acknowledge that Depositor will be irreparably harmed if DSI’s attorneys obligations under this Section 2.1 are not specifically enforced and that Depositor would not have an adequate remedy at law in the event of an actual or threatened violation by DSI of its obligations. Therefore, DSI agrees that Depositor shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by DSI, its employees or agents, on a need to know basis, provided without the necessity of Depositor showing actual damages or that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8monetary damages would not afford an adequate remedy.

Confidentiality. The Rights Agent agrees with Parent that during the term of All information related to this Agreement and for three (3) years after the Termination Datetransaction proposed in this Agreement as well as all other confidential and/or proprietary information relating to the Intellectual Property Rights are hereinafter referred to as "Confidential Information." The existing Confidentiality Agreement between PEARL and EPIC is attached as Exhibit D. The Seller will treat and hold as such all of the Confidential Information, the Rights Agent will not disclose and refrain from using any of the information contained Confidential Information except in connection with this Agreement, and after the Update Reports Closing Date deliver promptly to Purchaser or destroy, at the request and option of Purchaser, all tangible embodiments (the “Confidential Information”and all copies) to any other Person and shall use of the Confidential Information only as required which are in connection with its possession. Notwithstanding the performance above, Seller is entitled to maintain such Confidential Information that it reasonably needs, in its sole discretion, to respond to a Governmental Body or to carry out any of its obligations under this Agreement and Agreement. In the enforcement of its rights under this Agreement; providedevent that the Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, that the Confidential Information Seller will not include any information that is or becomes generally available to notify the public other than as a result (directly or indirectly) Purchaser promptly of the breach of this Section 4.8 by the Rights Agent request or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure requirement so that Parent the Purchaser may seek an appropriate protective orderorder or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Seller may disclose the Confidential Information to the tribunal; provided, however, that the Rights Agent disclosing Seller shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required use its commercially reasonable best efforts to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parentobtain, at Parent’s expensethe reasonable request of Purchaser, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Purchaser shall designate. The foregoing provisions shall not apply to any Confidential Information which is generally available to the public immediately prior to the time of disclosure. In addition, the Parties represent and warrant that the annexes attached to the Confidentiality Agreement are accurate and complete and will be updated as required by the Rights Agent or (iii) disclosing Confidential Information Confidentiality Agreement. These Confidentiality obligations are subject to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance provisions of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Agreement.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement From and for three (3) years after the Termination DateClosing, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person Sellers shall, and shall cause their Affiliates to, maintain, and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the their reasonable best efforts (including through enforcement of nondisclosure agreements) to cause its rights under this Agreement; providedor their respective Representatives to maintain all information and materials that are valuable and not generally known by others concerning the Purchased Assets and Assumed Liabilities in the strictest confidence and shall limit access to such information and materials to its Representatives and third parties who are reasonably needed to have such materials or know such information for a legitimate business purpose and who are subject to confidentiality obligations, except to the extent that the Confidential Information will not include any Sellers can show that such information that is (a) is, or becomes generally available known to the public other otherwise than as a result (directly or indirectly) by the fault of the breach Sellers, (b) is legally transmitted or disclosed to the Sellers without restriction on disclosure by a third party that owes no obligation of this Section 4.8 confidentiality to the Purchaser, (c) was independently developed by the Rights Agent Sellers without reference to such information or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationmaterials, or disclosing Confidential Information (d) is disclosed by Purchaser to a third party without any Holder, obligation of confidentiality. The Sellers may also disclose such materials and information only to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if they are required by any court order applicable Legal Requirements or applicable law so long as Order to be disclosed, provided that the Rights Agent, Sellers use commercially reasonable efforts to the extent permitted by law, provides Parent with give Purchaser prompt written notice of such requirements requirement prior to making any such disclosure so that Parent and assist the Purchaser in obtaining an order or other appropriate remedy prohibiting or limiting such disclosure. If, in the absence of a protective order or the receipt of a waiver hereunder, Sellers are nonetheless compelled to disclose such materials or information, the Sellers may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is such materials or information which Sellers are legally required to be disclosed anddisclose, if requested by Parent, the Rights Agent shall cooperate with Parentand Sellers will exercise commercially reasonable efforts, at Parentthe Purchaser’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such material or information. Purchaser shall promptly reimburse Sellers for any reasonable expenses incurred by Sellers to obtain confidential treatment for such materials or information upon the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that Sellers submission of documentation evidencing such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8expenses.

Confidentiality. The Rights Agent agrees with Parent that during Except as necessary for the term performance of Seller’s post-Closing obligations under this Agreement or any other Transaction Document, Seller agrees not to disclose and for three (3) years after the Termination Date, the Rights Agent will not disclose any hold as such all of the confidential information contained of the Acquired Companies and refrain from using any such confidential information without the prior written consent of Buyer and shall deliver promptly to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of such confidential information (other than attorney-client privileged communications) that are in the Update Reports its possession; provided however, Seller shall be permitted to disclose such confidential information (the “Confidential Information”i) to any other Person and shall use the Confidential Information only as required its accountants in connection with the performance preparation and filing of its obligations under this Agreement and the enforcement any Tax Returns of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingSeller, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted disclosure is required by lawLaw (including disclosure requirements of the Securities and Exchange Commission or the securities exchange or other stock market on which a Party’s securities are traded) or (iii) in connection with any dispute as between the Parties hereto over the terms of this Agreement. In the event Seller is requested or required pursuant to oral or written question or request for information or documents in any legal proceeding, provides Parent with prompt notice interrogatory, subpoena, civil investigative demand, or similar process to disclose any retained confidential information of such requirements prior to making any disclosure the Acquired Companies, Seller will notify Buyer promptly of the request or requirement so that Parent Buyer may seek an appropriate protective orderorder or waive compliance with the provisions of this Section 4.05. If, provided, that in the Rights Agent shall disclose only that portion absence of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any retained confidential information of the Acquired Companies to any tribunal or else stand liable for contempt, Seller may disclose the confidential information to the tribunal; provided, however, Seller shall use commercially reasonable efforts to obtain, at the reasonable request of Buyer and at Buyer’s sole cost and expense, an order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance portion of such disclosure confidential information required to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8disclosed as Buyer shall designate.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose Neither Lender nor any of Lender’s employees, agents or representatives shall disclose to any third party any Confidential Information that Borrower or any Affiliate of Borrower discloses to it pursuant to the information contained Loan Documents, except that (i) Lender may disclose Confidential Information to a third party to the extent compelled by law, subpoena, civil investigative demand, interrogatories or similar legal process, upon giving Borrower reasonable advance notice of such disclosure to permit Borrower to seek a protective order or otherwise prevent such disclosure, (ii) Lender may disclose Confidential Information to a potential assignee or transferee of or participant in the Update Reports Loan Documents, provided that the potential assignee, transferee or participant agrees to be bound by the same confidentiality obligations as Lender under this Section, (the “Confidential Information”iii) to any other Person and shall use the Lender may disclose Confidential Information only to legal counsel, accountants and other professional advisors to Lender provided they are bound by law or contract by the same confidentiality obligations as required Lender as set forth in this Section, (iv) Lender may disclose Confidential Information to regulatory authorities having jurisdiction over Lender or any assignee, transferee or participant, and (v) Lender may disclose Confidential Information in connection with the performance of its obligations under this Agreement and the enforcement exercise of its rights under this Agreement; providedand remedies during the continuance of an Event of Default, that to the extent Lender reasonably deems necessary. For purposes hereof, Confidential Information will not include any is information that Borrower or an Affiliate of Borrower discloses to Lender pursuant to the Loan Documents that is or not information which (i) becomes generally available to the public public, other than as a result (directly or indirectly) of the breach of this Section 4.8 disclosure by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingLender, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements was available on a non-confidential basis prior to making any its disclosure so that Parent may seek an appropriate protective orderto Lender by Borrower or such Affiliate, providedas applicable, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information becomes available to the Rights Agent’s attorneys or agents, Lender on a need to know basisnon-confidential basis from a source other the Borrower or such Affiliate, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8as applicable.

Confidentiality. The Rights Agent agrees with Parent Supplier and its Personnel will treat as secret and confidential all Confidential Information to which it has access or which is disclosed to it and must take all reasonable steps, including establishment or maintenance of security measures, to ensure that during the term of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any confidentiality of the information contained in Confidential Information is preserved. The Supplier must not directly or indirectly disclose the Update Reports (the “Confidential Information”) Information to any other Person and shall person, without the prior written consent of CSV. The Supplier will use the Confidential Information only as required in connection with for the performance purpose of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include . The Supplier must immediately notify CSV of any information that is unauthorised disclosure or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion use of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded any suspected or potentially unauthorised use or disclosure of the Confidential Information disclosed and must take any and all reasonable steps required by CSV to resolve the situation. The Supplier acknowledges that CSV will be entitled (in addition to any remedy it may have) to seek an injunction or other equitable relief with respect to any actual or threatened breach by the Rights Agent Supplier of this Agreement and without the need on the part of CSV to prove any special damage. The Supplier hereby consents to CSV publishing or (iii) disclosing Confidential Information otherwise making available information in relation to the Rights Agent’s attorneys or agentsSupplier (and the provision of the Goods and/or Services) as may be required, on a need including to: the office of the Auditor General; the Independent Broad-based Anti-corruption Commission; and to know basiscomply with Law, provided including the Freedom of Information Act 1982 (Vic). The Supplier acknowledges that such agents shall have agreed in advance of such disclosure to it will be bound by confidentiality obligations no less restrictive than those set forth the Information Privacy Principles, Health Privacy Principles and any applicable Code of Practice (together, Privacy Obligations), as relevant, with respect to any act done or practice engaged in this Section 4.8by the Supplier for the purposes of the Agreement, in the same way and to the same extent as the Privacy Obligations would have applied to CSV in respect of that act or practice had it been directly done or engaged in by CSV. The Supplier must not do an act or engage in a practice that contravenes a Protective Data Security Standard in respect of data collected, held, used, managed, disclosed or transferred by the Supplier in the course of, or for the purpose of, providing the Services. The Supplier will follow all reasonable directions from CSV in respect of the protection of data collected, held, used, managed, disclosed or transferred by the Supplier in the course of, or for the purpose of, providing the Services.

Confidentiality. 9.1 The Rights Agent Escrow Material shall remain at all limes the confidential and intellectual property of its owner. 9.2 In the event that NCC Group releases the Escrow Material to Licensee, Licensee shall be permitted to use the Escrow Material only for the Release Purposes. 9.3 Subject to Clause 9.4, NCC Group agrees with Parent to keep all Confidential Information relating to the Escrow Material and/or the Software that during comes into its possession or to its knowledge under this Agreement in strict confidence and secrecy. NCC Group further agrees not to make use of such information and/or documentation other than for the term purposes of this Agreement and, unless the parties should agree otherwise in writing and for three (3) years after the Termination Datesubject to Clause 9.4, the Rights Agent will not disclose or release it other than in accordance with the terms of this Agreement. 9.4 NCC Group may release the Escrow Material to the extent that it is required by applicable court order, judgment, decree provided that NCC Group has notified Licensor and Licensee prior to such required release, has given Licensor and/or Licensee an opportunity to contest (at their own expense) such required release, within the time parameters mandated by such applicable court order, judgment or decree. NCC Group is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments, decrees so entered or issued by any court, without the necessity of inquiring as to the information contained in validity of such order, judgment or decree, or the Update Reports (the “Confidential Information”) court’s underlying jurisdiction. Where NCC Group obeys or complies with any such order, judgment or decree, NCC Group shall not be liable to Licensee, Licensor or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated. 9.5 Any request by a Licensee under clause 11.3 for a Full Verification shall not be disclosed to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Licensee(s).

Confidentiality. The Rights Agent agrees with Parent that during For the term purpose of this Agreement section each Party shall be called Disclosing Party and for three (3) years after the Termination DateReceiving Party respectively. Each Party acknowledges that Confidential Information is proprietary, the Rights Agent will not disclose that it is valuable to Disclosing Party and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to Disclosing Party. Obligations of Receiving Party in regard to Confidential Information: i. In consideration of the information contained in the Update Reports (the “Confidential Information”) disclosure to any other Person and shall use the Confidential Information only as required in connection with the performance Receiving Party of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, Receiving Party agrees to receive and to treat Confidential Information as confidential and restricted and to undertake the additional obligations set forth in ii to iv below with respect thereto, ii. To use Confidential Information solely for the purpose of fulfilling this Agreement, or disclosing for the purpose of enhancing or improving the services provided under Highcharts Advantage or the general customer experience when doing business with Highsoft and/or Highsoft’s trusted partners, unless otherwise expressly agreed to in writing by Parties, iii. Not to duplicate any Confidential Information or any parts thereof, iv. Not to disclose any Confidential Information to any HolderThird Parties except on a need-to-know basis, and provided that each receiving entity or person has been priorly notified of and required to declare its abidance to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, relevant terms and conditions of this Agreement, any letter of transmittal delivered Notwithstanding item iv above, information stated in the License Statement provided by or on behalf of Parent (including by the Paying Agent) pursuant Highsoft to Section 2.3(c) of the Merger AgreementLicensee may be shared with Highsoft’s officers, or any certificate or document delivered pursuant to any of the foregoingemployees, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basisAffiliates and trusted partners, provided that Highsoft holds an agreement with such agents shall entity or person committing them to same level of confidentiality as the Parties have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Agreement. Upon Expiration or Termination of this Agreement, however occasioned, each Party shall remove, delete or otherwise destroy any of other Party‘s material that it has received, copied or otherwise obtained, including but not limited to Confidential Information, except for information required to support any license, sublicense or maintenance obligations already granted or undertaken by Licensee towards any Third Party, or information required for tax purposes or otherwise required by mandatory law. A written confirmation that such deletion has been completed shall upon request be sent to the other Party without undue delay. For the avoidance of doubt, this obligation to remove, delete or otherwise destroy materials shall not include the Releases of the Licensed Software to which Licensee has gained perpetual rights to in accordance with this Agreement, unless the Agreement is terminated by Highsoft for material breach by Licensee.

Confidentiality. 2.1 The Rights Agent agrees with Parent Parties, Class Counsel, and Xxxx’s Counsel agree that during until publication of this Agreement by submission to the term Court, the terms of this Agreement and for three (3) years after all associated documents and communications, including the Termination Date, negotiations leading to the Rights Agent will not disclose any execution of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available all submissions and arguments related to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 mediation, shall not be disclosed by the Rights Agent or its attorneys or agents; providedParties, furtherClass Counsel, that nothing in this Section 4.8 will restrict the Rights Agent from and Xxxx’s Counsel other than: (i) using Confidential Information, or disclosing Confidential Information as necessary to any Holder, finalize the Settlement and Notice Plan; (ii) to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights necessary, to persons or the Holders’ rightsentities providing auditing, tax, insurance, actuarial or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating financial services to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basisParties, provided that such agents shall have agreed in advance of such disclosure to be those persons or entities are bound by confidentiality obligations no less restrictive than those set forth herein; (iii) to Knix’s current, former and future shareholders, provided that those persons or entities are bound by confidentiality obligations no less restrictive than those set forth herein; (iv) as required under the terms of a valid subpoena or court order, provided that the disclosing Party immediately notify the other Party of the subpoena or order and, where permitted, provide the other Party reasonable time to object prior to disclosure and reasonably cooperate in any efforts to oppose disclosure and/or obtain confidential treatment; or (v) as otherwise agreed upon in writing by the Parties or their counsel. Upon publication of the Agreement by submission to the Court, the nondisclosure obligations set forth here will no longer apply to the as-filed Agreement or the terms thereof, but such obligations will continue to apply to all other materials and information covered by this section, including but not limited to any negotiations leading to the execution of the Agreement. 2.2 Either party may respond in neutral terms to inquiries from the press to communicate that the Action has been resolved between the Parties. Any response shall not contain inflammatory language about the Parties or their perceived conduct in the Action, and shall be limited to accurately describing the terms of the Settlement as reflected in the Agreement. Nothing in this Section 4.8Settlement Agreement shall prevent Knix from publicly denying any of the allegations asserted in the Action or publishing results of its PFAS, fluorine or toxic-chemical testing.

Confidentiality. The Rights Agent agrees with Parent that during In exchange for the term Consideration and Releases herein, and except as may be required for the dismissal of the Lawsuit and related proceedings, or the enforcement or carrying out the terms of this Agreement and for three (3) years after the Termination DateAgreement, the Rights Agent will not disclose Parties agree to keep the nature and terms of this Agreement, and the Consideration, as well as any of the information contained in the Update Reports negotiations relating thereto (the referred to collectively as “Confidential Information”) ), confidential through, and further agree not to divulge Confidential Information to any other Person persons (including, but not limited to, any experts, third parties, consultants, witnesses, and/or agents or representatives of the press of media), except to their attorneys, accountants, financial advisors and shall use like professionals, as reasonably necessary, in the Confidential Information only ordinary course of handling the Disputes and the ordinary course of business and as required by law. Public dissemination and disclosure to the press or media shall not be deemed to be in connection with the performance ordinary course of its obligations under this Agreement and handling the enforcement Disputes or the ordinary course of its rights under this Agreement; providedbusiness. If inquiry is made, a Party may respond that the Confidential Information will not include any information Disputes have been amicably resolved or settled by mutual agreement. The Parties acknowledge that is or becomes generally available to the public other than as harm caused by a result (directly or indirectly) of the breach of this Section 4.8 Confidentiality provision is difficult to estimate or incapable of estimation, and that any breach of this Confidentiality provision shall entitle a non-breaching Party to immediate injunctive relief, together with all costs and fees associated with seeking such relief. Notwithstanding the foregoing provisions, in the event that Nobilis should be required by applicable law (which, for the Rights Agent avoidance of doubt, includes obligations pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended) or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using legal process to disclose any Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably that, in Nobilis’ counsel’s reasonable discretion, disclosure of the terms of this Agreement is necessary to effectuate the purpose of this Agreement (which, for the avoidance of doubt, includes disclosure in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) registration of the Merger AgreementClosing Shares and the Settlement Shares under the Securities Act), or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in shall not constitute a breach of this Section 4.8Confidentiality provision.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three Each party (3“Recipient”) years after the Termination Date, the Rights Agent will not disclose any shall use Confidential Information of the information contained in the Update Reports other party (the “Confidential InformationDiscloser”) to any other Person which it becomes privy, and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available give access to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing such Confidential Information to any Holderits employees, agents and Affiliates, only to perform its obligations and exercise its rights hereunder. Recipient shall, and shall cause such employees, agents and Affiliates to, maintain such Confidential Information in the strictest confidence. All Confidential Information is, and shall remain, the property of Discloser. In the case of Supplier as Recipient, Customer’s Data residing in the SaaS environment or in Supplier’s custody shall be handled in accordance with Supplier’s security practices as specified in Section 4.6 above. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by governmental authority or court of competent jurisdiction; provided that Recipient has (x) made reasonable efforts to obtain confidential treatment of such disclosure and (y) given reasonable advance notice of such disclosure to Discloser, to the extent reasonably necessary in connection with enforcing legally permissible. Upon the Rights Agent’s rights expiration or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, termination of this Agreement, Recipient shall promptly return to Discloser or, at Discloser’s request, destroy any letter and all copies of transmittal delivered by Confidential Information in its possession or on behalf of Parent control and delete any Confidential Information stored in its electronic media; provided that (including by the Paying Agenti) pursuant Recipient shall not be required to Section 2.3(c) of the Merger Agreement, delete electronic back-up files created and retained in accordance Recipient’s back-up procedures and not accessed or any certificate or document delivered pursuant restored to any of the foregoing, general accessibility and (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent Recipient’s legal counsel may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion retain copies of the Confidential Information which shall be used solely as archival copies for the purpose of defending any claim that Recipient breached its obligations hereunder with respect to such Confidential Information. Notwithstanding the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order return or other reliable assurance that confidential treatment will be accorded deletion of the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agentsInformation, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure Recipient will continue to be bound by confidentiality such Recipient’s obligations no less restrictive than those set forth in this Section 4.8hereunder with respect to such Confidential Information.

Confidentiality. The Rights Agent Buyer agrees with Parent that during any information obtained by Buyer or its attorneys, partners, accountants, lenders, Permitted Third Parties or Licensee Parties (collectively, the term “Permitted Outside Parties”) in the conduct of its Due Diligence shall be treated as confidential pursuant to Section 10.11 of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information be used only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information by Buyer to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) evaluate its acquisition of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingProperty from Seller, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, Buyer in furtherance of its efforts to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion finance its acquisition of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed andProperty, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information by a Permitted Third Party to evaluate its acquisition of any portion of the Property or in furtherance of such party’s efforts to finance such an acquisition (collectively, the “Permitted Purposes”). Buyer further agrees that within its organization, or as to the Rights AgentPermitted Outside Parties, the Due Diligence Items will be disclosed and exhibited only to those persons within Buyer’s attorneys organization or agents, on a need to know basis, provided those Permitted Outside Parties who are involved in one of the Permitted Purposes. Buyer further acknowledges that such agents shall have agreed the Due Diligence Items and other information relating to the leasing arrangements between Seller and the Tenant are proprietary and confidential in advance nature. Buyer agrees not to divulge the contents of such disclosure Due Diligence Items or any other information except in strict accordance with Sections 3.5 and 10.11 of this Agreement. In permitting Buyer and the Permitted Outside Parties to be bound review the Due Diligence Items and other information in furtherance of a Permitted Purpose, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by confidentiality obligations no less restrictive than those set forth in Seller and any such claims are expressly rejected by Seller and waived by Buyer and the Permitted Outside Parties, for whom, by its execution of this Agreement, Buyer is acting as an agent with regard to such waiver. The provisions of this Section 4.83.5 shall survive the Closing without limitation.

Confidentiality. The Rights Agent agrees Subject to the duty of the Adviser or Sub-Adviser to comply with Parent that during the term applicable law, including any demand of this Agreement and for three (3) years after the Termination Dateany regulatory or taxing authority having jurisdiction, the Rights Agent will not disclose any parties hereto shall treat as confidential all non-public information pertaining to the Affordable Housing ETF and the actions of the Sub-Adviser and the Affordable Housing ETF in respect thereof. It is understood that any information contained in or recommendation supplied by the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser, the Affordable Housing ETF, the Board of Trustees, or such persons as the Adviser may designate in connection with the Affordable Housing ETF. It is also understood that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of investments which, on a temporary basis, may not be bought or sold for the Affordable Housing ETF, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Affordable Housing ETF. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Affordable Housing ETF shall be deemed proprietary information of the Adviser, and that the Sub-Adviser shall use that information solely in the performance of its duties and obligations under this Agreement and shall take reasonable steps to safeguard the enforcement confidentiality of that information. Further, the Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents, and data relating to any of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available responsibilities pursuant to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter including all means for the effecting of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8investment transactions.

Confidentiality. The Rights Agent agrees with Parent that During the course of its engagement under this Sublicense Agreement, Sublicensee may have access to Licensor Confidential Information (as defined in the Xxxx-Xxxxxxx License). Sublicensee will not, during the term of this Agreement and for three (3) years after the Termination Datehereof or thereafter, the Rights Agent will not disclose any of the information contained without Licensor’s prior consent, which consent may be granted or withheld in the Update Reports (the “Confidential Information”) Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any other Person and shall “unauthorized” person or entity any Licensor Confidential Information or use the Licensor Confidential Information in any manner not expressly authorized by this Sublicense Agreement. Sublicensee may divulge such Licensor Confidential Information only to such of Sublicensee’s employees or agents as required require access to it in connection with order to provide the performance of its obligations Services under this Agreement Sublicense Agreement, and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is only if such employees or becomes generally available to the public other than as a result (directly or indirectly) agents are apprised of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice confidential nature of such requirements prior information before it is divulged to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be them and they are bound by confidentiality obligations no less restrictive than substantially similar to those set forth listed above. All other persons or entities are “unauthorized” for purposes of this Sublicense Agreement. Sublicensee agrees that the Licensor Confidential Information has commercial value and that Licensor and its affiliates have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its affiliates. Licensee will be liable to Licensor for any breaches of the confidentiality obligations in this Section 4.8Paragraph 3. by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor and MVWC the theft or loss of all or any part of the Licensor Confidential Information.

Confidentiality. Manager shall maintain the confidentiality of all information, data, and records (including LACERA Records) in any form from any source related to the services provided hereunder, including, but not limited to LACERA Information. Manager shall maintain the confidentiality of all LACERA Information using whatever security measures are necessary to protect all such material, data, and information from loss or damage by any cause, including, but not limited to, fire and theft. The Rights Agent preceding obligations shall not apply to LACERA Information which (1) was lawfully in the possession of Manager prior to disclosure of such information by LACERA, (2) was, or at any time becomes, available in the public domain or from a third party, other than through a violation of this Agreement, (3) is independently developed by Manager, or (4) is disclosed pursuant to an order to do so by a court of competent jurisdiction. Manager agrees with Parent that during the term LACERA Information will be used by Manager only for the purpose of providing the services set forth in this Agreement and not in any way detrimental to LACERA or for three (3) years after the Termination Date, benefit of a third party. Only representatives and Agents of Manager who need to review the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential LACERA Information only as required in connection with providing the performance services hereunder may access and view the LACERA Information. Manager shall inform all of its obligations under Agents of the confidentiality provisions of this Agreement, and require each Agent who is to have access to the LACERA Information to sign a confidentiality agreement governing the LACERA Information that is at least as restrictive as this Agreement before given access to the LACERA Information. Manager shall notify LACERA orally and the enforcement of its rights under this Agreement; provided, in writing within twenty-four (24) hours after Manager learns that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) confidentiality of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedLACERA Information in Manager’s possession has been compromised through dissemination, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Informationdisclosure, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rightsimpermissible use, or defending it is reasonably possible that it has been compromised and will use best efforts to assist LACERA in minimizing the damage from such disclosure. Manager shall indemnify, defend, and hold harmless LACERA from and against any claims against the Rights Agent or any Holder, arising from, pertaining to from or relating to the Merger Agreement, unauthorized disclosure of any LACERA Information by Manager or its Agents. Both the confidentiality and indemnity obligations of Manager under this Section shall survive expiration or termination of this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent. In recognizing Manager’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basisidentify its services and related clients to sustain itself, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in Manager may publicize its role under this Section 4.8.Agreement within the following conditions:

Confidentiality. The Rights Agent Each party agrees with Parent that during (i) the term terms and provisions of the Lease and this Agreement Amendment are confidential and for three constitute proprietary information of the parties and (3ii) years after the Termination Dateit shall not disclose, the Rights Agent will and it shall cause its partners, officers, directors, shareholders, employees, brokers, auditors and attorneys to not disclose any term or provision of the information contained in the Update Reports (the “Confidential Information”) this Lease to any other Person and person without first obtaining the prior written consent of the other party. Notwithstanding the foregoing sentence, each party shall use have the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any right to disclose such information that is or becomes generally available to the public other than as a result (directly or indirectly) of extent required, but only to the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from extent required (i) using Confidential Informationfor valid business and accounting purposes (“Business Disclosures”), and/or (ii) if advisable under any applicable securities or disclosing Confidential Information other laws regarding public disclosure of business information and/or as required by law or any court ruling (“Legal Disclosures”, and together with the Business Disclosures, the “Permitted Disclosures”). For the avoidance of doubt, with respect to any Holdera Permitted Disclosure by Landlord or Tenant, such Permitted Disclosures shall (i) be limited to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rightsinformation required to be disclosed, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) and all other terms and provisions of the Merger Agreement, Lease and this Amendment shall be excluded from the disclosure or any certificate or document delivered pursuant to any of the foregoingappropriately redacted, (ii) in the case of Business Disclosures, the disclosing Confidential Information if required by any court order party shall make such Business Disclosure subject to a confidentiality agreement or applicable law so long as other undertaking from the Rights Agentreceiving party to keep such information confidential, to and (iii) in the extent permitted by lawcase of Legal Disclosures the disclosing party shall, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective ordersuch disclosures (a) notify the other party in writing, providedand (b) if timely requested by the other party, use all reasonable efforts and cooperate with the other party to obtain confidential treatment of such applicable Legal Disclosure. The foregoing notwithstanding, Landlord reserves the right to post a press release or press releases, that discloses the Rights Agent shall fact that Landlord and Tenant have entered into a lease; provided that same does not disclose only that portion the location, economics or square footage related hereto. Any references in such press release or press releases, in excess of the Confidential Information fact that the Rights Agent’s counsel advises is legally required to be disclosed andLandlord and Tenant have entered into a lease, if requested require approval by ParentTenant, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed which Tenant may withhold in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8its sole and absolute discretion.

Confidentiality. The Rights Agent agrees with Parent that during From the term of this Agreement Closing and for three (3) two years after thereafter, SLG, SLGOP and Manager Corp will not, except in connection with this Agreement, disclose to any third party any confidential and non-public information concerning the Termination Date, the Rights Agent will not disclose any business of the information contained in Manager and the Update Reports Manager Subsidiary (the “Confidential Information”); provided, SLG, SLGOP or Manager Corp may disclose Confidential Information (x) if required by Law or legal process or (y) to any of their respective employees, agents, counsel, accountants, financial managers, lenders, consultants and other representatives (together, its “Representatives” ) if such Representatives need to know Confidential Information to advise any of SLG, SLGOP, Manager Corp or any of their respective Affiliates; provided, however, that SLG, SLGOP or Manager Corp, as applicable, shall inform each such Person of the confidential nature of such Confidential Information and shall use direct such Representatives to treat the Confidential Information only as with strict confidence. In the event that SLG, SLGOP or Manager Corp is requested or required (by Law, oral question or request for information or documents in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedany legal proceeding, that the Confidential Information will not include interrogatory, subpoena, civil investigative demand or similar process) to disclose any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights AgentPerson will, to the extent permitted by lawapplicable Law, provides notify Parent with prompt notice promptly of such requirements prior to making any disclosure request or requirement so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parentmay, at Parent’s sole cost and expense, to obtain seek an appropriate protective order or waive compliance with the provisions of this Section 5.6. If, in the absence of a protective order or the receipt of a waiver hereunder, SLG, SLGOP or Manager Corp is, on the advice of counsel, compelled to disclose any Confidential Information, then such Person may disclose the Confidential Information; provided, that such Person shall use its commercially reasonable efforts to obtain, at the request of Parent (at Parent’s sole cost and expense), an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Parent shall designate. The term Confidential Information shall not include information which (i) is or subsequently may become generally available to the public, other than as a result of disclosure by the Rights Agent SLG, SLGOP or Manager Corp in violation of this Section 5.6, or (iiiii) disclosing Confidential Information to the Rights Agentis disclosed with Parent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8prior approval.

Confidentiality. The Rights Agent agrees with Parent that during Unless (i) otherwise expressly provided in this Agreement, (ii) required by applicable Law, (iii) necessary to secure any required Consents as to which the term of other party has been advised, or (iv) consented to in writing by Ralcorp and Agribrands, this Agreement and for three (3) years after any information or documents furnished in connection herewith shall be kept strictly confidential by Agribrands and the Termination DateAgribrands Subsidiaries, Ralcorp and the Ralcorp Subsidiaries, and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the preceding sentence, the Rights Agent will not disclose any party intending to make such disclosure shall consult with the other party to the extent practicable regarding the nature and extent of the disclosure. Subject to the preceding sentence, nothing contained herein shall preclude disclosures to the extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Ralcorp or Agribrands, after consultation with the other party to the extent practicable, may file with the SEC any written communications relating to the Mergers and the transactions contemplated hereby pursuant to Rule 425 promulgated under the Securities Act. Ralcorp and Agribrands shall cooperate with the other and provide such information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only documents as may be required in connection with any such filings. In the performance event the Mergers are not consummated, Ralcorp and Agribrands shall return to the other all documents furnished by the other and all copies thereof made by such party and will hold in absolute confidence all information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary in connection with the pursuit or defense of its obligations under this Agreement and a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure, (iii) such party received such information on a non-confidential basis from a source, other than the enforcement of its rights under this Agreement; providedother party, that the Confidential Information will which is not include any known by such party to be bound by a confidentiality obligation with respect thereto or (iv) such information that is or becomes generally available to the public other than as a result or is otherwise no longer confidential. Prior to any disclosure of information pursuant to the exception in clause (directly or indirectlyi) of the breach of this Section 4.8 by preceding sentence, the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict party intending to disclose the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, same shall so notify the party which provided the same to the extent reasonably necessary practicable in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of that such requirements prior to making any disclosure so that Parent party may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information appropriate remedy should it choose to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8do so.

Confidentiality. The Rights Agent agrees During the term and in the performance of this Agreement, it is anticipated that either Party (“Discloser”) may provide the other Party (“Confidant”) with Parent that during Discloser’s own proprietary information or third party proprietary information in its possession for which it has the obligation to keep confidential as well as the right to disclose on a confidential basis to Confidant (“Confidential Information”). During the term of this Agreement and for three a period of five (35) years after following the Termination Datedate of termination of this Agreement, Confidant shall maintain in confidence all Confidential Information designated in writing by Discloser as “CONFIDENTIAL” (or with another suitable marking) or known by the Rights Agent Parties to be confidential and will not disclose any take all reasonable steps to prevent disclosure or dissemination of the information contained in the Update Reports (the “Discloser’s Confidential Information”) Information to any other Person and shall use the Confidential Information only third party without prior written permission from Discloser. The Parties hereto agree, except as required otherwise provided in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the terms and conditions of this Agreement are Confidential Information will of Apath and Pharmasset, and shall be subject to the confidentiality protection requirements Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission. provided hereunder. Information shall not include any information that be considered to be Confidential Information, however, if: (i) it was independently known by Confidant prior to its receipt from Discloser, which Confidant can establish by adequate written documentation; (ii) it was made available to Confidant as a matter of lawful right by a third party; (iii) it is generally available in the public domain, or later becomes generally available to the public other than as a result (directly through no fault of or indirectly) of the breach of this Section 4.8 Agreement by Confidant; or (iv) it is independently developed by Confidant without the Rights Agent or its attorneys or agents; providedbenefit of information disclosed hereunder, furtherwhich Confidant can establish by adequate written documentation. Notwithstanding the above, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing if Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if is required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parentdisclosed, the Rights Agent shall cooperate with Parent, at Parent’s expense, Confidant may do so limiting the disclosure to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information information sufficient to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed meet its legal obligations after notifying Discloser in advance of such disclosure its intent to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8do so.

Confidentiality. The Rights Agent agrees with Parent that during Liquidating Trustee and each of his respective employees, members, agents, representatives, professionals and advisors, including the term of this Agreement Liquidating Trustee Professionals and for three Liquidating Trustee Non-Professionals, (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (each a “Confidential Party” and collectively the “Confidential InformationParties”) shall hold strictly confidential and not use for personal gain any material, non-public information of which they have become aware in their capacity as a Confidential Party, of or pertaining to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this AgreementLiquidating Trust; provided, however, that such information may be disclosed if (a) it is now or in the Confidential Information will not include any information that is or future becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 a wrongful disclosure by the Rights Agent or its attorneys or agents; provided, further, that nothing Confidential Parties in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, violation of this Agreement, any letter or (b) the Confidential Party is advised by its counsel that such disclosure is required of transmittal delivered by or on behalf of Parent (including by the Paying Agent) Confidential Parties pursuant to Section 2.3(c) of the Merger Agreementlegal process, including subpoena or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any other court order or other applicable law laws or regulations or (c) in the case of the Liquidating Trustee, he deems it reasonably necessary to execute his obligations hereunder and/or advance the interests of the Liquidating Trust or (d) in the case of any Confidentiality Party other than the Liquidating Trustee, as permitted by the Liquidating Trustee so long as the Rights AgentLiquidating Trustee reasonably determines that it in the best interests of the Liquidating Trust. In the event that any Confidential Party is requested to divulge confidential information pursuant to clause (b) above, to the extent permitted by lawsuch Confidential Party shall promptly, provides Parent with prompt in advance of making such disclosure, provide reasonable notice of such requirements prior required disclosure to the Liquidating Trustee to allow him sufficient time to object to or prevent such disclosure through judicial or other means and shall cooperate reasonably with the Liquidating Trustee in making any disclosure so that Parent may seek an appropriate protective ordersuch objection, provided, that the Rights Agent shall disclose only that portion including appearing in any judicial or administrative proceeding in support of the Confidential Information that the Rights Agent’s counsel advises is legally required any objection to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8disclosure.

Confidentiality. (a) Except as set forth in this Section 6.2 (a) Purchaser shall keep, and shall cause all of its Affiliates, directors, officers, employees and agents (and its Affiliates’ respective directors, officers, employees and agents) (such Affiliates and other Persons with respect to any party being collectively referred to as such party’s “Representatives”) to keep confidential, and Purchaser shall not and shall cause (including by enforcing the terms of any confidentiality or similar agreements) its Representatives to not, disclose any Seller Information. Purchaser and its Representatives shall use the Seller Information solely for the purpose of fulfilling the obligations and exercising the rights of Purchaser under this Agreement. Purchaser shall not use the Seller Information for commercial purposes or to obtain any competitive advantage with respect to Seller. Purchaser shall be responsible for any breach of the obligations set forth in this Section 6.2(a) by Purchaser or any of its Representatives. If Purchaser or any of its Representatives is required by Law or requested by a Governmental Authority to disclose any Seller Information, Purchaser shall provide Seller with prompt notice of any such request or requirement, so that Seller may seek an appropriate protective order or other appropriate remedy. Purchaser shall use all reasonable efforts, at Seller’s sole expense, to assist Seller in obtaining a protective order. If, in the absence of such a protective order, Purchaser concludes, after consultation with counsel, that it is legally required to disclose Seller Information to any Governmental Authority, Purchaser or its Representatives may disclose only such information which such counsel advises is legally required to be disclosed to such Governmental Authority; provided, however, that (i) Purchaser shall give Seller reasonable advance written notice of the information to be disclosed and, at Seller’s request and sole expense, seek to obtain assurances that it will be accorded confidential treatment, and (ii) neither Purchaser nor any of its Representatives shall be liable for any such disclosure unless such disclosure to a Governmental Authority was caused by or resulted from a previous disclosure by Purchaser or its Representatives not permitted by this Section 6.2(a). The Rights Agent agrees obligations of Purchaser under this Section 6.2(a) with Parent respect to Seller Information relating to (i) the North America Business, shall terminate at Closing (it being understood that during all proprietary information included among the term Transferred Assets shall become the proprietary information of Purchaser at Closing) and (ii) the Non-North America Business, shall terminate upon the second anniversary of the Closing; provided that if this Agreement is terminated prior to Closing, such obligations shall terminate upon the second anniversary of such termination. (b) After the Closing, except as set forth in this Section 6.2 (b) Seller shall keep, and shall cause all of its Representatives to keep confidential, and Seller shall not and shall cause (including by enforcing the terms of any confidentiality or similar agreements) its Representatives to not, disclose any Purchaser Information. After the Closing, Seller and its Representatives shall use the Purchaser Information solely for the purpose of fulfilling the obligations and exercising the rights of Seller under this Agreement. After the Closing, Seller shall not use the Purchaser Information for commercial purposes or to obtain any competitive advantage with respect to Purchaser. Seller shall be responsible for any breach of the obligations set forth in this Section 6.2(b) by Seller or any of its Representatives. If Seller or any of its Representatives is required by Law or requested by a Governmental Authority to disclose any Purchaser Information, Seller shall provide Purchaser with prompt notice of any such request or requirement, so that Purchaser may seek an appropriate protective order or other appropriate remedy. Seller shall use all reasonable efforts, at Purchaser’s sole expense, to assist Purchaser in obtaining a protective order. If, in the absence of such a protective order, Seller concludes, after consultation with counsel, that it is legally required to disclose Purchaser Information to any Governmental Authority, Seller or its Representatives may disclose only such information which such counsel advises is legally required to be disclosed to such Governmental Authority; provided, however, that (i) Seller shall give Purchaser reasonable advance written notice of the information to be disclosed and, at Purchaser’s request and sole expense, seek to obtain assurances that it will be accorded confidential treatment, and (ii) neither Seller nor any of its Representatives shall be liable for any such disclosure unless such disclosure to a Governmental Authority was caused by or resulted from a previous disclosure by Seller or its Representatives not permitted by this Section 6.2(b). The obligations of Seller under this Section 6.2(b) with respect to Purchaser Information relating to (i) the North America Business and the Transferred Assets, shall terminate at the second anniversary of the Closing Date and (ii) any source code, shall survive indefinitely; provided that such obligations shall terminate immediately if this Agreement is terminated prior to Closing. (c) For purposes of this Section 6.2, “Seller Information” means all confidential or proprietary non-public information furnished by Seller or its Representatives to Purchaser or its Representatives before or after the date of this Agreement including, but not limited to, confidential or proprietary non-public information of, or relating to, the North America Business and the Non-North America Business, including all technical and proprietary information and information exchanged in connection with the execution of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any consummation of the transactions contemplated hereby (including information contained in the Update Reports (the “Confidential Information”) provided by Seller or its Subsidiaries pursuant to any other Person Section 3.3 and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement6.1); provided, that the Confidential Seller Information will shall not include any information that is which (A) was or becomes available to Purchaser on a non-confidential basis prior to its disclosure by Seller, (B) was or becomes generally available to the public other than as a result of a disclosure by Purchaser or its Representatives that is not permitted by Section 6.2(a), or (directly C) becomes available to Purchaser on a non-confidential basis from a source other than Seller, or indirectlyany of its Representatives, provided that to the knowledge of Purchaser such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Purchaser or Seller. (d) of the breach For purposes of this Section 4.8 6.2, “Purchaser Information” means all confidential or proprietary non-public information of, or relating to, the North America Business and the Transferred Assets; provided that Purchaser Information shall not include information which was or becomes generally available to the public other than as a result of a disclosure by the Rights Agent Seller or its attorneys or agents; provided, further, Representatives that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent is not permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.86.2(b).

Confidentiality. The Rights Agent agrees with Parent that during Except as may be required by applicable law or a court of competent jurisdiction, neither Seller nor Purchaser shall make any public disclosure of the term terms of this Agreement and for three (3) years after transaction without the Termination Date, the Rights Agent will not disclose any prior written consent of the other party, and they shall each instruct their respective financial advisors to make no such public disclosure without the consent of Seller and Purchaser. Notwithstanding the foregoing, Purchaser shall have the right to disclose information contained in with respect to the Update Reports (the “Confidential Information”) Property on a need-to-know basis to any other Person its officers, directors, employees, attorneys, accountants, environmental auditors, engineers, lenders, investors, investors and shall use the Confidential Information only as required in connection with the performance of its obligations permitted assignees under this Agreement and other consultants to the enforcement extent necessary for Purchaser to evaluate its acquisition of the Property provided that all such persons are told that such information is confidential and agree to keep such information confidential. Purchaser shall remain liable for any unauthorized disclosures of Seller’s information made by such third-parties. All information and material furnished or made available by Seller to Purchaser in connection with this Agreement or obtained by Purchaser in the course of its rights under investigation shall be treated as confidential information by Purchaser and, prior to the purchase of the Property by Purchaser, and if the transaction contemplated by this Agreement shall not close, following the termination of this Agreement; provided, that Purchaser shall not divulge and shall prevent others from divulging such information except as reasonably necessary to third parties engaged by Purchaser for the Confidential Information will limited purpose of analyzing and investigating such information for the purpose of consummating this transaction, including Purchaser’s attorneys, consultants and engineers. In the event this Agreement shall not include close, Purchaser shall deliver to Seller all copies of materials and information pertaining to the Property furnished or made available to Purchaser. Prior to and after the Closing, any information that is or becomes generally available release to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, information with respect to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent sale contemplated herein or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those matters set forth in this Agreement will be made only in the form approved by Purchaser and Seller. In no event shall Seller be deemed to unreasonably withhold its approval to a press release if such release discloses the Purchase Price. The provisions of this Section 4.813.6 shall survive the Closing or termination of this Agreement.

Confidentiality. The Rights Agent agrees with Parent Each of the Sellers acknowledges that during it has had access to Confidential Information and that such Confidential Information is confidential and proprietary to the term Business and constitutes valuable trade secrets of this Agreement and for three (3) years after the Termination DateBusiness, which affect, among other things, the Rights Agent will not disclose successful conduct, furtherance and protection of the Business and related goodwill. Each of the Sellers acknowledges that the unauthorized use or disclosure of such Confidential Information is likely to be highly prejudicial to the interests of Buyer and its Affiliates and their respective customers, partners, vendors, advertisers, and other third party service providers, an invasion of privacy, or an improper disclosure of trade secrets. Each of the Sellers agrees that a substantial portion of the Purchase Price is being paid for (and that the Assumed Liabilities are being assumed in partial consideration for) such Confidential Information and that it represents a substantial investment having great economic and commercial value to Buyer and its Affiliates, and constitutes a substantial part of the value to Buyer and its Affiliates of the Acquired Assets and the Business. Each of the Sellers further acknowledges that Buyer and its Affiliates and the Business would be irreparably damaged if any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; providedwas disclosed to, that the Confidential Information will not include or used or exploited on behalf of, any information that is or becomes generally available to the public Person other than as a result Buyer and its Affiliates. During the period beginning on the date hereof and ending on the five (5) year anniversary of the date hereof, each of the Sellers covenants and agrees that it shall not, directly or indirectly) , and shall cause any Affiliates and any other Persons acting on such Seller’s behalf not to, without the prior written consent of the breach of this Section 4.8 by the Rights Agent Buyer, disclose, use, exploit, furnish or its attorneys make accessible to anyone or agents; providedany other Person, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using any such Confidential Information, except to the extent such disclosure or disclosing Confidential Information to any Holderuse is required by applicable Law or Court Order (in which event such Seller shall, to the extent reasonably necessary practicable, inform Buyer in connection with enforcing the Rights Agent’s rights or the Holders’ rightsadvance of any such required disclosure, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate Buyer in all reasonable ways in obtaining a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent protection in respect of such required use or (iii) disclosing Confidential Information disclosure, and shall limit such use or disclosure to the Rights Agent’s attorneys or agents, on a need to know basis, provided that extent reasonably possible while still complying with such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8requirements).

Confidentiality. The Rights Agent agrees Buyer Parent and its Subsidiaries shall maintain the HITACHI Licensed Trade Secrets with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Buyer Parent that during the term of this Agreement and for three (3) years after the Termination Date, the Rights Agent will its Subsidiaries shall not disclose any of the information contained in the Update Reports (the “Confidential Information”) HITACHI Licensed Trade Secrets to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from third parties except where (i) using Confidential Informationsuch disclosure is required by law or order of a court of competent jurisdiction, provided that, in such event, Buyer Parent shall provide HITACHI prompt, advance notice of such requirement to allow intervention (and shall cooperate with HITACHI) to contest or disclosing Confidential Information to any Holder, to minimize the extent reasonably necessary in connection with enforcing scope of the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent disclosure (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingthrough application for a protective order), (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, HITACHI Licensed Trade Secret disclosed was in the public domain prior to the extent permitted by lawdisclosure to Buyer Parent or its Subsidiaries, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information the HITACHI Licensed Trade Secret disclosed becomes part of the public domain by publication or otherwise except by breach of this Agreement, or (iv) Buyer Parent can establish by competent proof the HITACHI Licensed Trade Secret disclosed was received from a third party without restrictions on confidentiality. Buyer Parent shall be responsible to HITACHI for the Rights Agent’s attorneys acts and omissions of any Subsidiary, employee or agentsagent with respect to such confidentiality obligations. To the extent a particular HITACHI Licensed Trade Secret is subject to confidentiality obligations under a written agreement existing as of the Closing Date between HGST or any of its Subsidiaries, on a need to know basisthe one hand, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality and HITACHI or any HITACHI Sublicensed Subsidiary, on the other hand, the obligations no less restrictive than those set forth in this Section 4.83.8 will not extend in duration beyond the expiration of the confidentiality obligations set forth in such written agreement.

Confidentiality. The Rights Agent agrees with Parent Parties recognize that during fee leasehold and mineral ownership information is confidential and sensitive business information held and not routinely disclosed and may be exempt from disclosure under the term Freedom of this Agreement Information Act (FOIA). Such confidential and for three (3sensitive business information includes but is not limited to the following: A) years after any maps depicting lands enrolled by an individual Participant that specifically identify the Termination DateParticipant; B) identifying information about an individual Participant’s acreage position; or C) the location of any individual Participant’s Enrolled Property that references the Participant individually. Accordingly, WAFWA shall allow access to the foregoing information to only the relevant State fish and wildlife agency, the Rights Agent will not disclose any FWS, employees or agents of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement WAFWA, and the enforcement of its rights under this AgreementParticipant that provided the information; provided, that however, unless otherwise authorized in writing by the Confidential Information will not include any information that is or becomes generally available Participant, WAFWA shall only allow such access to the information via a password protected database maintained by WAFWA and solely for the purpose of allowing the relevant State fish and wildlife agency, the FWS, employees or agents of WAFWA, or the Participant to view the particular information for monitoring and reporting, as described herein, but not to download, possess, or distribute it. FWS and WAFWA shall take all necessary steps to maintain the confidentiality of such information under the relevant public other than information laws, including instructing the State fish and wildlife agency and WAFWA’s employees and/or agents accordingly. If FWS receives a request under the FOIA for information identified as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing potentially confidential in this Section 4.8 section, and has responsive documents in its possession containing such information, it will restrict consult with the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information Participant that submitted the information and provide it with an opportunity to any Holder, object to the extent reasonably necessary in connection with enforcing information’s disclosure before determining whether the Rights Agent’s rights information must be disclosed or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) is exempt from disclosure pursuant to Section 2.3(c) of FOIA, including, but not limited to Exemption 4. Additional information regarding the Merger Agreement, or any certificate or document delivered pursuant FWS’ process for responding to any of the foregoing, FOIA requests for possibly confidential information is set out at 43 CFR 2.26-2.36 (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.82013).

Confidentiality. The Rights Agent agrees Seller will be providing Confidential Information in connection with Parent that Buyer’s evaluation of the transaction and the Property during the term of this Agreement Agreement, and for three (3) years after Buyer will obtain additional Confidential Information pursuant to Buyer’s due diligence investigations of and regarding the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) Property and Tenants. Buyer agrees to any other Person and shall use keep the Confidential Information only strictly confidential and shall not disclose, permit the disclosure of, release, disseminate or transfer, whether written or orally or by any other means, such Confidential Information, in whole or in part, in any manner; provided, however, that the Buyer Parties may make such limited disclosures, strictly on a “need-to-know” basis, to and among the Buyer Parties as may reasonably be required in connection with Buyer’s evaluation of the performance Property as determined in Buyer’s reasonable judgment) in connection with Buyer’s evaluation or implementation of its obligations the Property or as otherwise required by applicable law, rule regulation, legal process, or order of any court, administrative, regulatory or arbitral body (subject to the terms set forth in subparagraph (b) below). All of the Buyer Parties must be informed by Buyer of the confidential nature of the Confidential Information and must be instructed by Buyer to treat the Confidential Information in the manner required under this Agreement. Buyer will be responsible for ensuring the compliance of all Buyer Parties with the terms of this Agreement and will be responsible for any breaches of the enforcement provisions of its rights under this Agreement; provided, Agreement by any of the Buyer Parties (other than any Lender first providing new financing to the Property or any portion thereof in connection with this acquisition) (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy Seller may have against such Buyer Parties with respect to such breach). Buyer will take all commercially reasonable measures to safeguard the confidentiality and avoid any disclosure of Confidential Information will not include to any information that unauthorized person by Buyer or Buyer Parties. No license is or becomes generally available to the public other than as a result (granted, directly or indirectly) , to any of the Confidential Information. If this Agreement is terminated prior to Closing, then except as provided in Section 2.1(c) above, Buyer will destroy, and cause each of the Buyer Parties to destroy, all materials containing Confidential Information. Notwithstanding the foregoing, (a) to the extent required by a Buyer Party’s customary internal policies or other legal requirements applicable to such Buyer Party, such Buyer Party may retain a copy of Confidential Information solely to satisfy such requirements, provided that such Buyer Party must otherwise strictly maintain the confidentiality thereof and shall not be obligated to erase any Confidential Information contained in any archived computer systems backups in accordance with electronic archiving, security and/or disaster recovery procedures, provided that Buyer must otherwise strictly maintain the confidentiality thereof; and (b) a Buyer Party may disclose Confidential Information to the extent required to be disclosed pursuant to court order or subpoena, but only (except as not otherwise required by applicable law) after such Buyer Party has notified Seller of any request, court order or subpoena seeking or requiring disclosure of Confidential Information and has given Seller the reasonable opportunity to appeal or challenge the same. Buyer agrees that money damages would not be a sufficient remedy for any breach of the confidentiality provisions of this Section 4.8 Agreement by the Rights Agent Buyer or its attorneys or agents; providedany Buyer Parties and Seller will be entitled to equitable relief, furtherincluding injunction and specific performance, that nothing as a remedy for any such breach. The confidentiality covenants and obligations set forth in this Section 4.8 Agreement will restrict the Rights Agent from survive for a period of (i) using one (1) year after any termination of this Agreement prior to the Initial Closing, as to all Confidential Information, or disclosing (ii) if the Initial Closing occurs, then one (1) year after the Final Closing as to all Confidential Information relating to Seller or any HolderSeller Parties, but with no further confidentiality obligation after each Closing as to Confidential Information relating solely to the extent reasonably necessary Sites included in connection with enforcing such Closing. For clarity, the Rights Agent’s rights Parties agree that the foregoing provisions shall not limit or preclude the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, disclosures regarding this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) Agreement that are expressly permitted pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.87.21 below.

Confidentiality. The Rights Agent agrees with Parent that during the (a) Purchaser and its Representatives (as such term of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained is defined in the Update Reports (the “Confidential Information”Confidentiality Agreement) to any other Person shall treat all materials and shall use the Confidential Information only as required information obtained in connection with the performance of its obligations under this Agreement and the enforcement transactions contemplated hereby (including the terms and conditions of its rights under this Agreement) as confidential in accordance with the terms of the Confidentiality Agreement; provided, that Purchaser may make such disclosure as required by applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or by any Governmental Entity. Purchaser may disclose the terms and conditions of this Agreement to any of its Representatives to the extent such disclosure complies with the terms of the Confidentiality Agreement. Purchaser shall be permitted to disclose this Agreement and any other agreements contemplated hereby in connection with any approvals, filings or registrations contemplated by this Agreement. (b) For a period from the date of this Agreement to the date that is two (2) years from and after the Closing Date, each Seller shall not and shall cause its officers, employees and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers and employees of Purchaser or the Company or any of their respective subsidiaries, any Confidential Information will not (as defined in the Confidentiality Agreement and which shall include any information that is or becomes generally available obtained pursuant to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, ); provided, that the Rights Agent foregoing shall disclose only that portion not prohibit disclosure of the investment in the Company, the proceeds received hereunder and the rate of return on such investment by any of Sellers (together with any of their Affiliates) to any investor or prospective investor of such Seller (or any of their respective affiliated investment funds) if such Person is informed that such Confidential Information that the Rights Agent’s counsel advises is legally required confidential and expressly agrees in writing to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the maintain such Confidential Information disclosed in confidence and the relevant Seller agrees that it shall be liable for any breach by the Rights Agent or (iii) disclosing any such Person. Each Seller shall be permitted to disclose any Confidential Information to the Rights Agent’s attorneys extent disclosure thereof is specifically required by applicable Law or agentsby any stock exchange or listing rules or requirements; provided, on a need to know basis, provided that such agents disclosure shall have agreed be in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those accordance with the procedures set forth in this Section 4.8the Confidentiality Agreement as if such Seller were a party receiving Information thereunder.

Confidentiality. The Rights Agent Employee acknowledges and agrees that the Trade Secrets (as defined below) and the Confidential Information (as defined below) of SASCO and its affiliates (including any parent, subsidiaries or commonly controlled entities) and all physical embodiments thereof (collectively referred to as the "Proprietary Information") are valuable, special and unique assets of the business of SASCO and its affiliates and have been developed by SASCO and its affiliates and will continue to be developed by SASCO and its affiliates following Able's purchase of SASCO at considerable time and expense. Employee further acknowledges that access to such Proprietary Information is essential to performance of Employee's duties and responsibilities under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that except with Parent that during respect to those duties assigned to him by SASCO, Employee shall hold in strictest confidence all Proprietary Information, regardless of whether such Proprietary Information was received prior to, on or subsequent to the term date of this Agreement Agreement, will not reproduce, use, distribute, disclose, publish or otherwise disseminate any Proprietary Information, in whole or in part, and will take no action causing, or fail to take any action necessary to prevent causing, any Proprietary Information to lose its character as Proprietary Information, nor wilfully make use of such information for three Employee's own purposes or for the benefits of any person, firm, corporation, association or other entity (3except SASCO and its affiliates) years after the Termination Dateunder any circumstances, except that Employee may disclose such Proprietary Information pursuant to a court order, subpoena or other legal process, provided that, at least ten days in advance of any legal disclosure, the Rights Agent will not disclose any Employee shall furnish SASCO with a copy of the judicial or administrative order requiring that such information be disclosed together with a written description of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and(which description shall be in sufficient detail to allow SASCO and its affiliates to determine the nature and scope of the information proposed to be disclosed), if requested by Parent, and the Rights Agent shall Employee covenants and agrees to cooperate with Parent, at Parent’s expense, SASCO and its affiliates to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded deliver the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information minimum amount of information necessary to the Rights Agent’s attorneys or agents, on a need to know basis, provided that comply with such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8order.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3A) years after the Termination DateExcept as otherwise provided herein, the Rights Agent will not disclose Fee Letters (including such information set forth in any of engagement letter, term sheet or proposal prior to the information contained Original Closing Date that contains fees similar in nature to those in the Update Reports Fee Letters) (the collectively, “Confidential Information”) are confidential. Each of the Borrower, the Facility Administrator, the Paying Agent and the Verification Agent agrees: (i) to any keep all Confidential Information confidential and to disclose Confidential Information only to those Affiliates, officers, employees, agents, accountants, equity holders, legal counsel and other Person representatives of the Borrower or its Affiliates (collectively, “Representatives”) who have a need to know such Confidential Information for the purpose of assisting in the negotiation, completion and shall administration of this Facility; (ii) to use the Confidential Information only as required in connection with the performance Facility and not for any other purpose; and (iii) to maintain and keep in force procedures reasonably designed to cause its Representatives to comply with these provisions and to be responsible for any failure of its obligations under any Representative to follow those procedures. The provisions of this Agreement and the enforcement of its rights under this Agreement; provided, that the section 10.16(A) shall not apply to Confidential Information will not include any information that (a) has been approved for release by written authorization of the appropriate party, or (b) is or hereafter becomes (through a source other than the Borrower, the Facility Administrator, the Paying Agent, the Verification Agent or their respective Affiliates or Representatives) generally available to the public other than as a result (directly or indirectly) and shall not prohibit the disclosure of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to the extent required by applicable Law or by any Holder, Governmental Authority or to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or enforcement of any Transaction Document. The Borrower and the Holders’ rightsFacility Administrator agree not to provide copies of the Transaction Documents to any prospective investor in, or defending any claims against prospective lender to, the Rights Agent Borrower and the Facility Administrator without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, Xxxxxxxx and the Facility Administrator or any Holderother affiliate of Parent may provide copies of the Transaction Documents to any potential investor or equity holder in Parent or its affiliates, arising fromprovided that each such Person shall have been instructed to keep the same confidential in accordance with this Section 10.16. (B) Each Lender, pertaining each Funding Agent, and the Administrative Agent agrees to maintain the confidentiality of all nonpublic information with respect to the parties herein or any other matters furnished or delivered to it pursuant to or relating in connection with this Agreement or any other Transaction Document; provided, that such information may be disclosed (i) to such party’s Affiliates or such party’s or its Affiliates’ officers, directors, employees, agents, accountants, legal counsel and other representatives (collectively “Lender Representatives”), in each case, who have a need to know such information for the Merger Agreementpurpose of assisting in the negotiation, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) completion and administration of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingFacility and on a confidential basis, (ii) disclosing Confidential Information if required to any permitted assignee of or participant in, or any prospective assignee of or participant in, the Facility or any of its rights or obligations under this Agreement, in each case on a confidential basis, (iii) to any financing source, dealer, hedge counterparty or other similar party in connection with financing or risk management activities related to the Facility, (iv) to any Commercial Paper rating agency (including by any court order or applicable law so long as the Rights Agentmeans of a password protected internet website maintained in connection with Rule 17g-5), (v) to the extent permitted required by lawapplicable Law or by any Governmental Authority, provides Parent and (vi) to the extent necessary in connection with prompt notice the enforcement of any Transaction Document. The provisions of this Section 10.16(B) shall not apply to information that (i) is or hereafter becomes (through a source other than the applicable Lender, Funding Agent or the Administrative Agent or any Lender Representative associated with such requirements party) generally available to the public, (ii) was rightfully known to the applicable Lender, applicable Funding Agent or the Administrative Agent or any Lender Representative or was rightfully in their possession prior to making any the date of its disclosure so that Parent may seek an appropriate protective orderpursuant to this Agreement, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information becomes available to the Rights Agent’s attorneys applicable Lender, applicable Funding Agent or agentsthe Administrative Agent or any Lender Representative from a third party unless to their knowledge such third party disclosed such information in breach of an obligation of confidentiality to the applicable Lender, on a need to know basisapplicable Funding Agent or the Administrative Agent or any Lender Representative, provided that such agents shall have agreed in advance (iv) has been approved for release by written authorization of such disclosure the parties whose information is proposed to be bound disclosed, or (v) has been independently developed or acquired by confidentiality obligations no less restrictive than those set forth in any Lender, any Funding Agent or the Administrative Agent or any Lender Representative without violating this Agreement. The provisions of this Section 4.810.16 shall not prohibit any Lender, any Funding Agent or the Administrative Agent from filing with or making available to any judicial, governmental or regulatory agency or providing to any Person with standing any information or other documents with respect to the Facility as may be required by applicable Law or requested by such judicial, governmental or regulatory agency.

Confidentiality. The Rights Agent Executive acknowledges that in the course of carrying out the Executive’s duties to Hub and the other members of The Hub Group, the Executive will have access to and will be entrusted with confidential information concerning the business and corporate affairs of Hub, the other members of The Hub Group and their clients (“Confidential Information”), including without limitation information pertaining to the respective member’s relationships with insurance carriers, employee and producer compensation structures, client underwriting and policy renewal information, internal accounting procedures, policies and information, unique insurance product features, insurance programs developed by the respective member (with or without the assistance of the Executive), marketing strategies and employee training procedures. The Executive agrees with Parent that all Confidential Information acquired by the Executive or disclosed to the Executive shall be the sole and exclusive property of The Hub Group and shall be held in the strictest confidence. The Executive shall not, at any time during the term of this Agreement and for three (3) years after the Termination DateExecutive’s employment or at any time thereafter, the Rights Agent will not directly or indirectly disclose any of the information contained in the Update Reports (the “Confidential Information”) Information to any other Person and shall or use the any Confidential Information only as required in connection with for the performance Executive’s own benefit or for the benefit of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public Person other than as a result (directly or indirectly) member of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedThe Hub Group, further, that nothing in this Section 4.8 will restrict the Rights Agent from except (i) using as may be required for the Executive to fulfill the Executive’s employment duties to Hub or (ii) as may be required by law. Notwithstanding the foregoing clause (ii), if the Executive is required by applicable law to disclose any Confidential Information, the Executive shall promptly notify Hub in writing of any such requirement so that Hub may seek a protective order or disclosing Confidential Information other appropriate remedy, and the Executive shall cooperate with Hub to any Holder, obtain such order or other remedy. If such order or other remedy is not obtained prior to the extent reasonably necessary in connection with enforcing time the Rights Agent’s rights or Executive is required to make the Holders’ rightsdisclosure, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent Executive shall disclose only that portion of the Confidential Information that the Rights Agent’s Executive is advised by legal counsel advises is legally required to be disclosed anddisclosed. For the avoidance of doubt, if requested by Parent, nothing herein shall prohibit the Rights Agent shall cooperate with Parent, Executive from using information that: (i) was readily available to the public at Parent’s expense, the time such information was available to obtain an appropriate protective order or the Executive; (ii) becomes readily available to the public after the time such information is made available to the Executive other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or than through a breach of this Agreement; or (iii) disclosing is lawfully and in good faith obtained by the Executive from an independent third party under no obligation of confidentiality to Hub or the other members of The Hub Group and without a breach of this Agreement. The Executive acknowledges and agrees that the disclosure of any Confidential Information to the Rights Agentgeneral public or to competitors of Hub or the other members of The Hub Group may be highly detrimental to the business interests of The Hub Group. The Executive acknowledges and agrees that the right of the members of The Hub Group to maintain Confidential Information as confidential constitutes a proprietary right which the respective member is entitled to protect. The Executive shall return to Hub, forthwith upon the effective date of termination of the Executive’s attorneys or agentsemployment for any reason whatsoever, on a need to know basis, provided that such agents shall have agreed all records of Confidential Information in advance the possession of such disclosure to be bound the Executive which were acquired in connection with the Executive’s employment by confidentiality obligations no less restrictive than those set forth in this Section 4.8Hub.

Confidentiality. The Rights Agent agrees with Parent Except for confidential information related to or otherwise contained in the Excluded Assets (other than any Excluded Assets that during comprise Business Records) including Intellectual Property not being sold, but being licensed to Buyers, for a period of four (4) years after the term Second Stage Closing Date, Sellers will not, and Sellers will use commercially reasonable efforts to cause their respective Affiliates not to, use for its or their own benefit or divulge or convey to any Third Party, any Confidential Information (as hereinafter defined) relating to the Business, provided that Sellers shall be entitled to provide copies of this Agreement and for three (3) years after the Termination DateCollateral Agreements to the lenders under the Credit Agreement. For purposes of this Agreement, the Rights Agent will Sellers shall not disclose be deemed to have violated this Section 5.9 if any Seller or any of the information contained in the Update Reports (the “Confidential Information”) their respective Affiliates receives a request to disclose all or any other Person and shall use part of the Confidential Information only as required in connection with under the performance terms of its obligations under this Agreement a subpoena, civil investigative demand or order issued by a Governmental Body, and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is such Seller or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holdersuch Affiliate, to the extent reasonably necessary in connection not inconsistent with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, such request and to the extent permitted by lawtime reasonably allows: (a) notifies Buyers of the existence, provides Parent terms and circumstances surrounding such request; (b) consults with prompt notice Buyers on the advisability of taking legally available steps to resist or narrow such requirements prior request; and (c) if disclosure of any Confidential Information is advisable, to making prevent such Seller or such Affiliate or any disclosure so that Parent may seek an appropriate protective orderof its or their partners, providedprincipals or employees from becoming subject to any penalty, that the Rights Agent shall disclose to furnish only that such portion of the Confidential Information as it reasonably determines that the Rights Agent’s counsel advises such Seller or such Affiliate is legally required obligated to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, disclose and to exercise commercially reasonable efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information disclosed Information. For purposes of this Agreement and subject to the first sentence of this Section 5.9, "Confidential Information" consists of all information, knowledge or data related to the Business not in the public domain or otherwise publicly available which are or were treated as confidential by the Rights Agent Business. Information that enters the public domain or (iii) disclosing Confidential Information is or becomes publicly available loses its confidential status hereunder so long as neither Sellers nor any of their respective Affiliates, directly or indirectly, improperly causes such information to enter the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8public domain.

Confidentiality. The Rights Agent agrees with Parent 8.1 You acknowledge that during the term course of your employment with Atlassian, you will have access to Confidential Information. You understand that such Confidential Information is and will remain the valuable property of Atlassian at all times and is critical to Atlassian’s business and activities. Further, you understand that any use or disclosure of any Confidential Information in violation of the terms of this Agreement Agreement, including any inadvertent disclosure will cause immense and for three (3) years after the Termination Dateirreparable harm, the Rights Agent loss, damage, and injury to Atlassian, its employees, and its reputation and that monetary damages will not disclose provide an adequate remedy to Atlassian. Accordingly, you agree that upon any of the information contained in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the such breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedClause 8, furtherAtlassian, that nothing in this Section 4.8 will restrict the Rights Agent from addition to all other available remedies (i) using Confidential Informationincluding without limitation equitable relief), shall be entitled to injunctive relief, subject to provisions of Applicable Laws. No right, power, or disclosing Confidential Information remedy herein conferred on Atlassian is intended to be exclusive of any Holderother right, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rightspower, or defending any claims against the Rights Agent or any Holderremedy. Every right, arising frompower, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agentand remedy will, to the extent permitted by lawApplicable Law, provides Parent with prompt notice be cumulative and in addition to every other right, power, and remedy given hereunder or now or hereafter existing at Law or in equity or otherwise, and may be exercised from time to time and as often and in such order as may be deemed expedient by Atlassian. 8.2 You agree and undertake that you will, during the Term of such requirements this Agreement and subsequent to the termination of this Agreement and/or your employment: (i) not transfer, divulge, or communicate to any Person, except in the proper course of your employment, any Confidential Information of any kind which you may, whether previously or subsequently, have received or obtained; (ii) keep the Confidential Information confidential at all times and to use any Confidential Information solely in the manner expressly authorized by Atlassian and only during the Term of your employment; and (iii) not make copies or retain any copies of any material containing Confidential Information for any purpose (including for personal use) other than as required in the usual course of your employment or if authorized by Atlassian. Nothing contained in this Agreement will be construed as granting or conferring any rights either as a license or otherwise to you in the Confidential Information. 8.3 You further agree that in the event you are required to disclose the Confidential Information or make any press release or public announcement, pursuant to any requirement of Applicable Law or any direction or order of a competent court or governmental authority, you will: (i) immediately inform Atlassian prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that such disclosure; (ii) undertake such steps to limit the Rights Agent shall disclose only that portion extent of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or disclosure as required/permissible under Applicable Law; (iii) disclosing Confidential Information afford Atlassian a reasonable opportunity, if possible, to oppose or limit such disclosure; and (iv) comply with Atlassian’s instructions as to the Rights Agent’s attorneys or agents, on a need to know basis, provided that manner and terms of making any such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8disclosure.

Confidentiality. The Rights Agent agrees with Parent I understand and agree that during the term of this Agreement I have acquired Company Information as defined herein. I further understand and agree that such Company Information has been disclosed to me in confidence and for three (3) years after Company use only. I will not disclose or communicate Company Information to any third party, and I will not make use of Company Information on my own behalf, or on behalf of any third party. Further, I agree that I will continue to be bound by the terms of any non-competition, non- solicitation, non-disclosure and/or confidentiality agreements in effect on my Termination Date, whether executed by me as a condition of, or during the Rights Agent course of, my employment with the Company, or executed by me during the course of my employment with a prior employer and subsequently assigned to the Company, the terms and conditions of which are incorporated herein by reference. I further specifically agree that I will continue to be bound by the terms of the Confidentiality, Non-Competition and Non-Solicitation Agreement that I am entering into with the Company concurrent with my execution of this Separation Agreement. I understand, however, that my obligations under the Confidentiality provisions of this Separation Agreement will not disclose any of the information contained be breached in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential event I disclose Company Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any HolderU.S. Securities and Exchange Commission, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights to report suspected or the Holders’ rightsactual violations of U.S. securities laws, or defending any claims against where my disclosure of Company Information is protected under the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including whistleblower statutes administered by the Paying Agent) pursuant to Section 2.3(c) of Occupational Safety and Health Administration, U.S. Securities and Exchange Commission, the Merger AgreementEqual Opportunity Employment Commission, the National Labor Relations Board, or any certificate other government agency. I also understand that I am not required to inform Releasees, in advance or document delivered pursuant otherwise, that such disclosure(s) has been made. I am further advised that if I disclose Company Information that constitutes a trade secret to which the Defend Trade Secrets Act (18 USC Section 1833(b)) applies, then I will not be held criminally or civilly liable under any federal or state trade secret law, or considered to be in violation of the foregoingConfidentiality provisions of this Separation Agreement if my disclosure is made solely for the purpose of reporting or investigating a suspected violation of law and in confidence to a federal, (ii) disclosing Confidential Information if required by any court order state, or applicable law so long as the Rights Agentlocal government official, whether directly or indirectly, or to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any an attorney; or where my disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order made in a complaint or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent document filed in a lawsuit or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agentsother proceeding against a Releasee, on a need to know basis, provided that and such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8filing is made under seal.

Confidentiality. The Rights Agent agrees with Parent that during the term In addition to other provisions of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any related to confidentiality obligations of the parties, each party shall treat all non-public information contained in the Update Reports about another party to this Agreement as confidential, proprietary information of such other party (the “Confidential Information”) ). Such Confidential Information includes but is not limited to information about business operations, non-public portfolio holdings, business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Each party shall use Confidential Information only in furtherance of the purposes of this Agreement, limit access to the Confidential Information within its organization to those of its affiliates, employees, professional advisers, agents, consultants, auditors and regulators who reasonably require access to such Confidential Information and shall not disclose such Confidential Information to any other Person and shall use the Confidential Information only as required third parties except in connection with the performance of its obligations under this Agreement and the enforcement of its rights under set forth in Section 3(r) hereof or as otherwise expressly provided for in this Agreement; provided, that and otherwise maintain policies and procedures reasonably designed to prevent disclosure of the Confidential Information. To the extent a party discloses Confidential Information will to a third party, as permitted herein, such disclosing party (a) shall ensure that, prior to such disclosure, the recipient third party is subject to commercially reasonable confidentiality obligations in writing with respect to the disclosed Confidential Information and (b) shall be deemed in breach of this Section 23 for any unauthorized disclosure of Confidential Information by such recipient third party. Confidential Information shall not include any information anything that (i) is or lawfully becomes generally available to in the public domain, other than as a result (directly or indirectly) of the a breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingan obligation hereunder, (ii) disclosing is furnished to the applicable party by a third party having a lawful right to do so, (iii) was known to the applicable party at the time of the disclosure or (iv) is authorized in writing by the party whose Confidential Information is to be disclosed. Further, the parties are authorized to disclose Confidential Information if required by any court order law or regulatory authorities having jurisdiction. The disclosing party shall, if permitted by applicable law so long as or regulation, notify the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance party of such disclosure to be bound as soon as reasonably practicable. 21. Section 24, Miscellaneous, is hereby amended by confidentiality obligations no less restrictive than those set forth in this Section 4.8.adding a new subsection (f):

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement From and for three (3) years after the Termination DateClosing, the Rights Agent will not disclose any of the information contained in the Update Reports (the “Confidential Information”) to any other Person Seller Parties shall, and shall cause their Affiliates to, hold, and shall use their commercially reasonable efforts to cause their respective representatives to hold, in confidence any and all technical, financial and other proprietary information, whether written or oral, exclusively concerning Seller or LicenseCo, except to the Confidential Information only as required extent that the Seller Parties can show that such information (a) is generally available to and known by the public through no fault of the Seller Parties, any of their Affiliates or their respective representatives; or (b) is lawfully acquired by the Seller Parties, any of their Affiliates or their respective representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Seller Parties may disclose any such information to its or their financial, tax and/or legal advisors in connection with the performance instant transaction or their prior involvement with Seller and/or LicenseCo. If the Seller Parties or any of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include their Affiliates or their respective representatives are compelled to disclose any information that is by judicial or becomes generally available to the public administrative process or by other than as a result (directly or indirectly) requirements of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent Seller Parties shall promptly notify Buyer in writing and shall disclose only that portion of such information which the Confidential Information that the Rights Agent’s Seller Parties are advised by counsel advises in writing is legally required to be disclosed anddisclosed, provided, however, that the Seller Parties reasonably cooperate with Buyer, at Buyer’s sole expense, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, Buyer endeavors to obtain an appropriate protective order or other reliable reasonable assurance that confidential treatment will be accorded such information. For the Confidential Information disclosed by avoidance of doubt, the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those restrictions set forth in this Section 4.88.1 do not apply to any technical, financial or other proprietary information that the Seller Parties use or have access to in connection with the operation of their other businesses, even if they previously used such information in connection with the business of Seller and LicenseCo.

Confidentiality. The Rights Agent Custodian hereby acknowledges and agrees with Parent that during (i) all written or computer-readable information provided by Lender or Borrower regarding Lender or Borrower and (ii) the term terms of this Agreement and for three (3) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports Loan Agreement (the “Confidential Information”) ), shall be kept confidential and shall not be divulged to any Person other Person than the parties hereto without Lender’s and Borrower’s prior written consent. Notwithstanding anything herein to the contrary, the foregoing shall use the Confidential Information only as required in connection with the performance not be construed to prohibit (i) disclosure of its obligations under this Agreement any and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any all information that is or becomes generally available publicly known, or information obtained by the Custodian from sources other than the parties hereto, (ii) disclosure of any and all information (A) required to be disclosed by applicable rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspect of Custodian’s business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Custodian or any affiliate, officer, director, employer or shareholder of Custodian is a party or (D) to any affiliate, independent auditor or internal auditor, agent, employee or attorney of Custodian having a need to know the same, provided that the Custodian advises such recipient of the confidential nature of the information being disclosed, (iii) any other disclosure authorized by this Agreement or the parties hereto or (iv) disclosure necessary to allow Custodian to enforce its rights hereunder. To the extent that Custodian is required to disclose Confidential Information pursuant to the public other than as a result (directly or indirectly) requirements of the breach of this Section 4.8 by the Rights Agent or its attorneys or agents; providedany legal proceeding, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any HolderCustodian shall notify, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered not otherwise prohibited by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice rule or regulation, Lender and Borrower in writing within one Business Day of its knowledge of such requirements prior to making any legally required disclosure so that Parent Lender or Borrower may seek an appropriate protective order, provided, that order and/or waive Custodian’s compliance with this Agreement. In the Rights Agent shall disclose only that portion absence of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate a protective order or other reliable assurance that confidential treatment will be accorded waiver, Custodian may disclose the relevant Confidential Information disclosed by if, in the Rights Agent or (iii) disclosing written opinion of its counsel, failure to disclose such Confidential Information would subject Custodian to the Rights Agent’s attorneys liability for contempt, censure or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8other legal penalty or liability.

Confidentiality. The Rights Agent agrees with Parent parties hereto acknowledge that during the term of this Agreement and for three Annex II (3Irrevocable Terms) years after the Termination Datecontains sensitive, competitive information, the Rights Agent will not disclose any disclosure of which would cause competitive harm to Grantor and ITC. As such, ITC and the Trustee agree that ITC and the Trustee, and their respective Affiliates, shall keep Annex II and the information contained therein confidential and, subject to the following obligations in this Section 8.18, shall not disclose Annex II or the Update Reports (the “Confidential Information”) information contained therein to any other Person and shall use the Confidential Information only person, except as required in connection with by law, rule, regulation, stock exchange rule or disclosure requirement of the performance of its obligations under this Agreement and the enforcement of its rights under this AgreementSEC; provided, that for the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach purposes of this Section 4.8 by the Rights Agent or its attorneys or agents; provided8.18, further, that nothing in this Section 4.8 will restrict the Rights Agent from any such SEC disclosure requirement shall include (i) using Confidential Information, or disclosing Confidential Information an indication by the SEC to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights ITC or the Holders’ rights, or defending any claims against Trustee that the Rights Agent or any Holder, arising from, pertaining to or SEC will not declare the registration statement relating to the Merger AgreementExchange Offer effective without disclosure of Annex II or the information contained therein, this Agreementor (ii) the reasonable belief by ITC or the Trustee, any letter upon the advice of transmittal delivered by counsel, that the SEC will not declare the registration statement relating to the Exchange Offer effective without disclosure of Annex II or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of information contained therein. In the Merger Agreementevent that ITC or the Trustee, or any certificate or document delivered of their respective Affiliates, are legally compelled, pursuant to any of the foregoinga subpoena, (ii) disclosing Confidential Information if required by any court order civil investigative demand, regulatory demand or similar process or pursuant to applicable law so long as to disclose Annex II or the Rights Agentinformation contained therein, each of ITC and the Trustee agree that it shall use commercially reasonable efforts to the extent permitted by law, provides Parent provide Grantor with prompt notice of such requirements prior request or requirement together with the text of the proposed disclosure as far in advance of its disclosure as is reasonably practicable, and will in good faith consult with and consider the suggestions of Grantor concerning the nature and scope of the information ITC or the Trustee proposes to making any disclosure so that Parent disclose. Grantor may seek an appropriate protective orderorder (including making a confidential treatment request to the SEC pursuant to Rule 406 under the Securities Act of 1933) or other remedy, providedmay consult with ITC or the Trustee with respect to Grantor’s taking steps to resist or narrow the scope of such request or legal process, that or may waive compliance, in whole or in part, with the Rights Agent shall disclose only that portion terms of this Section 8.18. ITC and the Confidential Information that the Rights Agent’s counsel advises is legally required Trustee agree to be disclosed and, if requested by Parent, the Rights Agent shall reasonably cooperate with Parent, at Parent’s expense, and not unreasonably to oppose any action by Grantor to obtain an appropriate a protective order or other reliable assurance appropriate remedy. In the event that confidential treatment no such protective order or other remedy is obtained, or that Grantor waives compliance with the terms of this Section 8.18, ITC or the Trustee may disclose only that part of Annex II as it is advised by counsel is legally required. In any such event, each of ITC and the Trustee shall use its commercially reasonable efforts to ensure that Annex II, or any information contained therein that is so disclosed, will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth confidential treatment. Nothing in this Section 4.88.18 shall prohibit the disclosure of the Discount or the Upper Limit in any Offer Document pursuant to an Exchange Offer. In accordance with Section 3303(a) of Title 12 of the Delaware Code, the Trustee shall not furnish any notice or account statement to any Grantor Shareholder, or provide any Grantor Shareholder notice of the existence of the Trust or any information regarding the Trust or its terms or assets unless required under applicable Law.

Confidentiality. The Rights Agent agrees with Parent that during the term Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any person any terms of this Agreement Agreement, any information or materials disclosed, provided or made available by Seller or in obtained or derived from Purchaser’s investigations, and for three (3) years after any other documents, materials, data or other information with respect to the Termination Date, Property which is not generally known to the Rights Agent will not disclose any of the information contained in the Update Reports public (the “Confidential Information”); provided, however, that Purchaser and Seller shall be permitted (a) to disclose any other Person Confidential Information to the extent required to make disclosures required by, and to otherwise comply with, applicable laws or a binding order of a government agency or court of competent jurisdiction, and in any such case, the disclosing party shall use limit disclosure to the Confidential Information only that is legally required to be disclosed and notify the other party thereof, or (b) to disclose Confidential Information to its and/or its affiliates’ respective directors, officers, employees, agents, members, and prospective or existing investors and partners, including lenders, financial advisors, attorneys, consultants and accountants, on a “need-to-know” basis as reasonably required to evaluate whether to proceed with the transaction evidenced by this Agreement, provided that the disclosing party shall advise each such person of the confidential nature of such Confidential Information. Upon request of Seller in connection with the performance termination of its obligations under negotiations related to the transaction, the termination or expiration of this Agreement or the termination or expiration of any purchase and sale agreement for the enforcement Property between Seller and Purchaser, Purchaser will return or destroy all of its rights under this Agreement; provided, that the Confidential Information in Purchaser’s possession or control and will not retain any copies or excerpts of the Confidential Information, subject to Purchaser’s document retention policies. Notwithstanding the foregoing, the term “Confidential Information” does not include any information that (w) is or becomes generally available to the public other than as a result (directly or indirectly) of the breach disclosure by a party in violation of this Section 4.8 by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or (x) was within a party’s possession on behalf of Parent (including a non-confidential basis prior to its disclosure by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, other party or any certificate or document delivered pursuant to any of the foregoingits representatives, (iiy) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, becomes available to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, a party on a need to know basis, provided that non-confidential basis after the date hereof from any third party not known by such agents shall have agreed in advance of such disclosure party to be bound by a confidentiality obligations no less restrictive than those set forth in agreement with respect to such information, or (z) was developed by a party or its representatives independently of, and without reference to, any Confidential Information received hereunder. The provisions of this Section 4.812.9 shall survive any termination of this Agreement.

Confidentiality. The Rights Agent agrees with Parent Parties to this agreement recognize that during leasehold and ownership information is confidential and sensitive business information held and not routinely disclosed and may be exempt from disclosure under the term Freedom of this Agreement Information Act (FOIA), state counter- part regulation, or pursuant to a court order. Such confidential and for three (3) years after the Termination Datesensitive business information includes, but is not limited to, the Rights Agent following: • Maps depicting lands enrolled by an individual Participant that specifically identify the Participant; • Information about an individual Participant’s acreage position; or, • The location of any individual Participant’s Enrolled Land that references the Participant individually. Accordingly, CEHMM shall allow access to a Participant’s confidential and sensitive business information to only the FWS, BLM, employees or agents of CEHMM, and the Participant that provided the information – unless otherwise authorized in writing by the Participant. CEHMM will not disclose any of authorize anyone to download, possess, or distribute the information contained unless otherwise authorized in the Update Reports (the “Confidential Information”) to any other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement; provided, that the Confidential Information will not include any information that is or becomes generally available to the public other than as a result (directly or indirectly) of the breach of this Section 4.8 writing by the Rights Agent or its attorneys or agents; providedParticipant. The FWS, furtherBLM, that nothing in this Section 4.8 will restrict and CEHMM shall take all reasonable steps to maintain the Rights Agent from (i) using Confidential Informationconfidentiality of such information under the relevant public information laws, or disclosing Confidential Information to any Holderincluding instructing the FWS’s, BLM’s, and CEHMM’s employees and/or agents accordingly, but shall not be responsible to the extent reasonably necessary in connection with enforcing any information is ultimately subject to disclosure under the Rights Agent’s rights or the Holders’ rightsrelevant public record laws. If FWS, BLM, or defending any claims against CEHMM receives a request under the Rights Agent FOIA, state counter-part regulation or any Holderpursuant to a court order for confidential and sensitive business information, arising fromand has responsive documents in its possession containing such information, pertaining it will consult with the Participant that submitted the information and provide it with an opportunity to or relating object to the Merger Agreement, this Agreement, any letter of transmittal delivered by information’s disclosure before determining whether the information must be disclosed or on behalf of Parent (including by the Paying Agent) is exempt from disclosure pursuant to Section 2.3(c) of the Merger AgreementFOIA, state counter-part regulation or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any a court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent may seek an appropriate protective order, providedincluding, that but not limited to, Exemption 4 or corresponding state provisions. The FWS will redact any proprietary information within the Rights Agent shall disclose only that portion of enrollment according to FWS’s FOIA guidelines. Additional information regarding the Confidential Information that the Rights Agent’s counsel advises FWS’ process for responding to FOIA requests for possibly confidential information is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, set out at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or 43 CFR 2.26- 2.36 (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.82013).

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3a) years after the Termination Date, the Rights Agent will not disclose any of the information contained in the Update Reports Each Party (the “Recipient”) will take reasonable steps to protect proprietary and confidential information and materials that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential (hereinafter “Confidential Information”) to any provided by or behalf of the other Person Party, its agents, or its subcontractors (the "Discloser") from improper disclosure and shall will only use the and disclose such Confidential Information only as required in connection with to perform the performance of Services or fulfill its obligations under this Agreement or as part of the Recipient’s normal reporting or review procedures to its respective auditors and attorneys and other business advisors, provided such recipients agree to be bound by the enforcement of its rights under provisions no less protective than those in this Agreement; provided, Section and that the Recipient remains liable for any breach of this Section by its auditors, attorneys or other business advisors. Confidential Information will not include (i) information previously known to Recipient or materials to which Recipient had access without any information that is or becomes generally available confidentiality restrictions prior to the provision of such information or materials by Discloser; (ii) information or materials that are now or later become available in the public domain other than as a result (directly or indirectly) of the a breach of this Section 4.8 Section; (iii) information or materials provided to Recipient by a third party not bound by a duty of confidentiality to Discloser; or (iv) information independently developed by Recipient without breach of this Agreement and without use or reference to the Rights Agent Discloser’s Confidential Information. Recipient may disclose Confidential Information when legally compelled to do so or its attorneys when requested by a governmental or agents; providedother regulatory entity and, furtherin such case, that nothing in this Section 4.8 will restrict the Rights Agent from Recipient shall (i) using Confidential Informationprovide Discloser with immediate written notice and documentation thereof, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements prior to making any disclosure so that Parent Discloser may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate a protective order or other reliable assurance appropriate remedy (which Recipient will not oppose) and (ii) if it is ultimately determined that Recipient must disclose the Confidential Information of Discloser, disclose only the portion of such Confidential Information so required and use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. The Parties acknowledge that the terms of this Agreement, including rates and other terms negotiated with vendors are deemed Company’s Confidential Information. Each Party will be responsible for the acts or omissions of any third party to whom it discloses the other Party’s Confidential Information as if they were its own. For avoidance of doubt, Customer’s Confidential Information includes, without limitation, Customer Information and Company’s Confidential Information includes, without limitation, Company Property and the terms of this Agreement. (b) Upon the termination of this Agreement, each Party will return to the other Party, or certify the destruction of, all Confidential Information of the other Party, provided that neither Party will be required to purge any materials that have been electronically archived pursuant to its normal document retention policy, and the confidentiality obligations in this Section are otherwise strictly observed. Notwithstanding the foregoing, the Recipient may retain in their possession copies of the Confidential Information disclosed by as may be required to use in the Rights Agent Services and in accordance with policies and procedures of the Recipient in order to comply with law, regulation or (iii) disclosing archival purposes; provided, however, that any Confidential Information so retained will continue to be Confidential Information pursuant to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance terms of such disclosure this Agreement and the Recipient will continue to be bound by confidentiality obligations no less restrictive than those set forth in the terms of this Agreement. This Section 4.8shall survive the termination of this Agreement for a period of seven years following the date of termination or for such longer time that Company’s Confidential Information continue to retain their confidential character.

Confidentiality. The Rights Agent agrees with Parent that during the term of this Agreement and for three (3) years after the Termination DateNeither Agent, the Rights Agent will not disclose Lenders nor any of their employees, agents or representatives shall disclose to any third party any Confidential Information that Borrower or any Affiliate of Borrower discloses to it pursuant to the information contained Loan Documents, except that Agent and Lenders (i) may disclose Confidential Information to a third party to the extent required by law, subpoena, civil investigative demand, interrogatories or similar legal process, upon giving Borrower reasonable advance notice of such disclosure if allowed pursuant to applicable law to permit Borrower to seek a protective order or otherwise prevent such disclosure, (ii) may disclose Confidential Information to a potential assignee or transferee of or participant in the Update Reports Loan Documents; provided that the potential assignee, transferee or participant agrees to be bound by substantially similar confidentiality obligations as Agent and Lenders under this Section 13.12, (the “Confidential Information”iii) to any other Person and shall use the may disclose Confidential Information only to their legal counsel, accountants and other professional advisors provided they are bound by law or contract by the substantially similar confidentiality obligations as required Agent or Lender as set forth in this Section, (iv) may disclose Confidential Information to regulatory authorities having jurisdiction over Agent or Lender or any assignee, transferee or participant, and (v) may disclose Confidential Information in connection with the performance of its obligations under this Agreement and the enforcement exercise of its rights under this Agreement; providedand remedies during the continuance of an Event of Default, that to the extent Agent or Lenders reasonably deems necessary. For purposes hereof, “Confidential Information will not include any Information” is information that Borrower or an Affiliate of Borrower discloses to Agent or Lenders pursuant to the Loan Documents that is or not information which (i) becomes generally available to the public public, other than as a result (directly or indirectly) of the breach of this Section 4.8 disclosure by the Rights Agent or its attorneys or agents; provided, further, that nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or disclosing Confidential Information to any Holder, to the extent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoingLenders, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such requirements was available on a non-confidential basis prior to making any its disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s counsel advises is legally required to be disclosed and, if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or Lenders by Borrower or such Affiliate, as applicable, (iii) disclosing Confidential Information becomes available to the Rights Agent’s attorneys Agent or agents, any Lender on a need to know basisnon-confidential basis from a source other the Borrower or such Affiliate, as applicable; provided that neither Agent nor any Lender have actual knowledge that such agents shall have agreed in advance third party is prohibited from disclosing such information, or (iv) is independently developed by Agent or any Lender without reference to confidential information provided by Borrower or an Affiliate of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8Borrower.