Common use of Sharing of Information Clause in Contracts

Sharing of Information. The Class I Director (to the extent appointed or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune recognizes that it, or its respective Affiliates and representatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representatives, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental entity, provided that it promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information was available or becomes available to it before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the it or its representatives without the use of the Confidential Information.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable Law, each of PubCo, the Sellers and the Sponsor agrees and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to Seller Representative and the GHE Group (Sponsor and the Board Observers may share confidential, non-public information about PubCo and its Affiliates), Subsidiaries (“Confidential Information”) with the Sellers and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its AffiliatesSponsor, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders Sellers and Dune the Sponsor recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the GHE Founders Sellers and Dune the Sponsor covenants and agrees with the Company PubCo that it will not (and will cause its respective controlled Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the CompanyPubCo, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch Party, (iib) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entity, Governmental Entity; provided that it such Party promptly notifies the Company PubCo of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Party before, on or after the date hereofEffective Date, without restriction, from a source (other than the CompanyPubCo) without any breach of duty to the Company PubCo or (ivd) such information was independently developed by the it such Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit the Sellers and the Sponsor from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.3 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Sellers or the Sponsor, unless such Confidential Information is actually provided to such Person.

Sharing of Information. The Class I Director (to the extent appointed or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune Stockholder recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Subsidiaries the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Stockholder covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representativessuch Stockholder, (ii) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entityGovernmental Entity, provided that it such Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information does not relate to the assets, business or liabilities that were contributed or sold to the Company at the Closing and was available or becomes available to it such Stockholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the it Stockholder or its representatives without the use of the Confidential Information. Notwithstanding anything herein to the contrary, to the extent permitted by antitrust, competition or any other applicable Law, nothing in this Agreement shall prohibit a Stockholder from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Stockholder; provided, that such Stockholder shall be responsible for any breach of this Section 3.7 by any such person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable Law, each Equityholder and the Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to Sponsor, the GHE Group (IVP Representative, the FP Representative and the Temasek Equityholder may share confidential, non-public information about PubCo and its Affiliatessubsidiaries (“Confidential Information”) with the Sponsor (or the Founder Holders), the IVP Equityholders, the Francisco Partners Equityholders and the Temasek Equityholder. Further, each of Equityholder and the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune Sponsor recognizes that it, or its respective Affiliates Affiliates, Permitted Transferees and representativesRepresentatives, has acquired or will acquire confidentialConfidential Information in connection with this Agreement or otherwise, non-public information (“Confidential Information”) about the Company and its subsidiaries the use or disclosure of which could cause the Company PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of Equityholder and the GHE Founders Sponsor, severally and Dune not jointly, covenants and agrees with the Company PubCo that it will not (and will cause its respective Affiliates Affiliates, Permitted Transferees and representatives Representatives not to) at any time, except with the prior written consent of the CompanyPubCo, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch Party, (iib) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entity, Governmental Entity; provided that it such Party promptly notifies the Company PubCo of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Party before, on or after the date hereofEffective Date, without restriction, from a source (other than the CompanyPubCo) without any breach of duty to the Company PubCo or (ivd) such information was independently developed by the it such Party or its representatives Representatives without the use of the Confidential Information. Nothing in this Agreement shall prohibit any of the IVP Equityholders, the Francisco Partners Equityholders, the Temasek Equityholder or the Sponsor (or the Founder Holders) from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Party shall be responsible for any breach of this Section 3.4 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of an Equityholder or Sponsor, unless such Confidential Information is actually provided to such Person. PubCo and each Equityholder and the Sponsor, severally and not jointly, acknowledges and agrees with PubCo that each of the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be liable to PubCo, the Sponsor or any other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) each of the IVP Equityholders, the Francisco Partners Equityholders, the Temasek Equityholder and the Sponsor, CC Capital and NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any Party in the course of any such routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) the Sponsor, CC Capital, NBOKS, and each Equityholder that is (or is an investment vehicle managed by) a private equity, venture capital or other investment firm and their respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, marketing, informational, transactional or reporting activities.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable Law, each of PubCo, and the Members agrees and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to the GHE Group (Members’ Representative may share confidential, non-public information about PubCo and its Affiliates), and each of Subsidiaries (“Confidential Information”) with the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a directorMembers. Each of the GHE Founders and Dune Members recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the GHE Founders and Dune Members covenants and agrees with the Company PubCo that it will not (and will cause its respective controlled Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the CompanyPubCo, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch Party, (iib) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entity, Governmental Entity; provided that it such Party promptly notifies the Company PubCo of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Party before, on or after the date hereofEffective Date, without restriction, from a source (other than the CompanyPubCo) without any breach of duty to the Company PubCo or (ivd) such information was independently developed by the it such Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit the Members from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Members, unless such Confidential Information is actually provided to such Person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or any other applicable Law, each of the Company and the H&F Stockholders agrees and acknowledges that the Directors affiliated with or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates)H&F may share confidential, and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, non-public information about the Company and its subsidiaries (“Confidential Information”) with the H&F Stockholders and their Affiliates that he or she receives as a result of being a directorand their respective employees, auditors, investors, partners, members, creditors, advisors, counsel and other representatives (collectively, “Representatives”). Each of the GHE Founders and Dune H&F Stockholders recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune H&F Stockholders covenants and agrees with the Company that it will not (and will cause its respective Affiliates controlled affiliates and representatives will instruct its Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to itit to any third party (other than the H&F Stockholders and their Representatives), unless (ia) such information becomes known to the public through no fault breach of its own or its representativesthis Section 3.2 by such party, (iib) disclosure is required by applicable law law, regulation, legal or court of competent jurisdiction judicial process or requested by a regulatory, self-regulatory or governmental entityentity or authority or bank examiner; provided, provided that it (other than in the case of any required filing following the date of this Agreement with the SEC or in connection with any audit or examination as described below) the H&F Stockholders or such Representatives promptly notifies notify the Company of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of the Company, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it the H&F Stockholders or such Representatives before, on or after the date hereofof this Agreement, without restriction, from a source (other than the Company) without any breach of duty to the Company or (ivd) such information was independently developed by the it such H&F Stockholders or its representatives such Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any of the H&F Stockholders or their Representatives from disclosing Confidential Information (x) to any actual or prospective investor, limited partner, member or shareholder or private equity or other investment fund of an H&F Stockholder or any of its Affiliates, provided, that such Person shall be bound by or subject to an obligation of confidentiality with respect to such Confidential Information, (y) if such disclosure is made to a governmental or regulatory entity or authority with jurisdiction over such party in connection with any audit or examination that is not specifically directed at the Company or the Confidential Information, provided, that such party shall request that confidential treatment be accorded to any information so disclosed or (z) if such disclosure is reasonably required or advisable in connection with a tax audit involving such Party or its affiliates. No Confidential Information shall be deemed to be provided to any Person, including any affiliate or representative of the H&F Stockholders, unless such Confidential Information is actually provided to such Person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable law, each Shareholder agrees and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to the GHE Group (TPG and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune recognizes that it, or its respective Affiliates and representatives, has acquired or will acquire WLRS may share confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries with TPG and WLRS, respectively. Each Shareholder recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Shareholder covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representativessuch Shareholder, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental entityagency, provided that it such Shareholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information was available or becomes available to it such Shareholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the it Shareholder or its representatives without the use of the Confidential Information. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit a Shareholder from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Shareholder; provided, that such Shareholder shall be responsible for any breach of this Section 3.5 by any such person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable law, each Shareholder agrees and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to the GHE Group (TPG, CPPIB and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune recognizes that it, or its respective Affiliates and representatives, has acquired or will acquire LGP may share confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries with TPG, CPPIB and LGP, respectively. Each Shareholder recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Shareholder covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representativessuch Shareholder, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental entitylaw, provided that it such Shareholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information was available or becomes available to it such Shareholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the it Shareholder or its representatives without the use of the Confidential Information.. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit a Shareholder from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Shareholder; provided, that such Shareholder shall be responsible for any breach of this Section 3.3 by any such person

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable law, each Shareholder agrees and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to the GHE Group (Tema, KLRE Sponsor and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune recognizes that it, or its respective Affiliates and representatives, has acquired or will acquire Anchorage may share confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries with Tema, KLRE Sponsor and Anchorage, respectively. Each Shareholder recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Shareholder covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representativessuch Shareholder, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental entitygovernmental, regulatory or self-regulatory agency; provided that it that, to the extent legally permitted, such Shareholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information was available or becomes available to it such Shareholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any known breach of duty to the Company or (iv) such information was independently developed by the it Shareholder or its representatives without the use of the Confidential Information. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit a Shareholder from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Shareholder; provided that such Shareholder shall be responsible for any breach of this Section 3.4 by any such person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable Law, each Equityholder and the Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to Sponsor, the GHE Group (IVP Representative, the FP Representative and the Temasek Representative may share confidential, non-public information about PubCo and its Affiliatessubsidiaries (“Confidential Information”) with the Sponsor (or the Founder Holders), the IVP Equityholders, the Francisco Partners Equityholders and the Temasek Equityholder. Further, each of Equityholder and the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune Sponsor recognizes that it, or its respective Affiliates Affiliates, Permitted Transferees and representativesRepresentatives, has acquired or will acquire confidentialConfidential Information in connection with this Agreement or otherwise, non-public information (“Confidential Information”) about the Company and its subsidiaries the use or disclosure of which could cause the Company PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of Equityholder and the GHE Founders Sponsor, severally and Dune not jointly, covenants and agrees with the Company PubCo that it will not (and will cause its respective Affiliates Affiliates, Permitted Transferees and representatives Representatives not to) at any time, except with the prior written consent of the CompanyPubCo, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch Party, (iib) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entity, Governmental Entity; provided that it such Party promptly notifies the Company PubCo of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Party before, on or after the date hereofEffective Date, without restriction, from a source (other than the CompanyPubCo) without any breach of duty to the Company PubCo or (ivd) such information was independently developed by the it such Party or its representatives Representatives without the use of the Confidential Information. Nothing in this Agreement shall prohibit any of the IVP Equityholders, the Francisco Partners Equityholders, the Temasek Equityholder or the Sponsor (or the Founder Holders) from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Party shall be responsible for any breach of this Section 3.4 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of an Equityholder or Sponsor, unless such Confidential Information is actually provided to such Person. PubCo and each Equityholder and the Sponsor, severally and not jointly, acknowledges and agrees with PubCo that each of the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be liable to PubCo, the Sponsor or any other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) each of the IVP Equityholders, the Francisco Partners Equityholders, the Temasek Equityholder and the Sponsor, CC Capital and NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any Party in the course of any such routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) the Sponsor, CC Capital, NBOKS, and each Equityholder that is (or is an investment vehicle managed by) a private equity, venture capital or other investment firm and their respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, marketing, informational, transactional or reporting activities.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates)any other applicable Law, and each of the Class III Directors (to Company and the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune Investors agree and its Affiliatesacknowledge that the Sponsor Director may share confidential, as applicable, non-public information about the Company and its Affiliates that he or she receives subsidiaries (“Confidential Information”) with the Sponsor, as a result of being a directorapplicable. Each of the GHE Founders and Dune Investors recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the GHE Founders and Dune Investors covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch party, (iib) disclosure is required by applicable law Law (including any filing following the Closing Date with the Commission pursuant to applicable securities laws) or court of competent jurisdiction or requested by a governmental entity, Governmental Authority; provided that it (other than in the case of any required filing following the Closing Date with the Commission or in connection with any routine audit or examination as described below) such party promptly notifies the Company of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of the Company, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such party before, on or after the date hereofof this Agreement, without restriction, from a source (other than the Company) without any breach of duty to the Company or (ivd) such information was independently developed by the it such party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any of the Investors from disclosing Confidential Information (i) to any Affiliate, Representative, limited partner, member or shareholder of such party; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such party shall be responsible for any breach of this Section 6.10 by any such Person or (ii) if such disclosure is made to a Governmental Authority with jurisdiction over such party in connection with a routine audit or examination that is not specifically directed at the Company or the Confidential Information; provided that such party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of an Investor, unless such Confidential Information is actually provided to such Person.

Sharing of Information. The Class I Each TradeZero Director (to the extent appointed or nominated by the GHE Group hereunder) and Dune Director is permitted to disclose to the GHE TradeZero Group or Dune (and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE TradeZero Founders and Dune recognizes that it, or its respective Affiliates and representatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE TradeZero Founders and Dune covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representatives, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental entity, provided that it promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information was available or becomes available to it before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the it or its representatives without the use of the Confidential Information.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable Law, each of Parties agree and acknowledge that the directors designated by the GHE Group hereunder) is permitted to disclose to the GHE Group (Sponsor, IWM and Binance may share confidential, non-public information about PubCo and its Affiliates)subsidiaries (“Confidential Information”) with Sponsor, IWM and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its AffiliatesBinance, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders Sponsor, IWM and Dune Binance recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the GHE Founders Sponsor, IWM and Dune Binance covenants and agrees with the Company PubCo that it will not (and will cause its respective controlled Affiliates and representatives direct its Representatives who actually receive Confidential Information not to) at any time, except with the prior written consent of the CompanyPubCo, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch Party, (iib) disclosure is required by applicable law Law (including any filing following the Closing Date with the SEC pursuant to applicable securities laws) or court of competent jurisdiction or requested by a governmental entityGovernmental Entity; provided, provided that it (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party promptly notifies the Company PubCo of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Party before, on or after the date hereofEffective Date, without restriction, from a source (other than the CompanyPubCo) without any breach of duty to the Company PubCo or (ivd) such information was independently developed by the it such Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of Sponsor, IWM or Binance from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.8 by any such Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of Sponsor, IWM or Binance, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of Sponsor, IWM or Binance solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Investor Rights Agreement.

Sharing of Information. The Class I Director (to the extent appointed or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune Shareholder recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company Topco and its subsidiaries Subsidiaries the use or disclosure of which could cause the Company Topco substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Shareholder covenants and agrees with the Company Topco that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the CompanyTopco, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representativessuch Shareholder, (ii) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entityGovernmental Entity, provided that it such Shareholder promptly notifies the Company Topco of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information does not relate to the assets, business or liabilities that were contributed or sold to Topco at the Closing and was available or becomes available to it such Shareholder before, on or after the date hereof, without restriction, from a source (other than the CompanyTopco) without any breach of duty to the Company Topco or (iv) such information was independently developed by the it Shareholder or its representatives Representatives without the use of or access to the Confidential Information. Notwithstanding anything herein to the contrary, to the extent permitted by antitrust, competition or any other applicable Law, nothing in this Agreement shall prohibit a Shareholder from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Shareholder; provided, that such Shareholder shall be responsible for any breach of this Section 3.3 by any such person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated any other applicable Law, each of PubCo, the Sellers and the Sponsor agrees and acknowledges that the directors designated by the GHE Group hereunder) is permitted to disclose to Seller Representative and the GHE Group (Sponsor and the Board Observers may share confidential, non-public information about PubCo and its Affiliates), Subsidiaries ("Confidential Information") with the Sellers and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its AffiliatesSponsor, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders Sellers and Dune the Sponsor recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the GHE Founders Sellers and Dune the Sponsor covenants and agrees with the Company PubCo that it will not (and will cause its respective controlled Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the CompanyPubCo, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own or its representativessuch Party, (iib) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entity, Governmental Entity; provided that it such Party promptly notifies the Company PubCo of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Party before, on or after the date hereofEffective Date, without restriction, from a source (other than the CompanyPubCo) without any breach of duty to the Company PubCo or (ivd) such information was independently developed by the it such Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit the Sellers and the Sponsor from disclosing Confidential Information to 15 any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.3 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Sellers or the Sponsor, unless such Confidential Information is actually provided to such Person.

Sharing of Information. The Class I Director (to the extent appointed or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates), and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, information about the Company and its Affiliates that he or she receives as a result of being a director. Each of the GHE Founders and Dune Stockholder recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Subsidiaries the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Stockholder covenants and agrees with the Company that it will not (and will cause its respective Affiliates and representatives Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such information becomes known to the public through no fault of its own or its representativessuch Stockholder, (ii) disclosure is required by applicable law Law or court of competent jurisdiction or requested by a governmental entityGovernmental Entity, provided that it such Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information does not relate to the assets, business or liabilities that were contributed or sold to the Company at the Closing and was available or becomes available to it such Stockholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the it Stockholder or its representatives without the use of or access to the Confidential Information. Notwithstanding anything herein to the contrary, to the extent permitted by antitrust, competition or any other applicable Law, nothing in this Agreement shall prohibit a Stockholder from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Stockholder; provided, that such Stockholder shall be responsible for any breach of this Section 3.4 by any such person.

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or any other applicable Law, each of the Company and the H&F Stockholders agrees and acknowledges that the Directors affiliated with or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates)H&F may share confidential, and each of the Class III Directors (to the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune and its Affiliates, as applicable, non-public information about the Company and its subsidiaries (“Confidential Information”) with the H&F Stockholders and their Affiliates that he or she receives as a result of being a directorand their respective employees, auditors, investors, partners, members, creditors, advisors, counsel and other representatives (collectively, “Representatives”). Each of the GHE Founders and Dune H&F Stockholders recognizes that it, or its respective Affiliates and representativesRepresentatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune H&F Stockholders covenants and agrees with the Company that it will not (and will cause its respective Affiliates controlled affiliates and representatives will instruct its Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to itit to any third party (other than the H&F Stockholders and their Representatives), unless (ia) such information becomes known to the public through no fault breach of its own or its representativesthis Section 3.2 by such party, (iib) disclosure is required by applicable law law, regulation, legal or court of competent jurisdiction judicial process or requested by a regulatory, self-regulatory or governmental entityentity or authority or bank examiner; provided, provided that it (other than in the case of any required filing following the date of this Agreement with the SEC or in connection with any audit or examination as described below) the H&F Stockholders or such Representatives promptly notifies notify the Company of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of the Company, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it the H&F Stockholders or such Representatives before, on or after the date hereofof this Agreement, without restriction, from a source (other than the Company) without any breach of duty to the Company or (ivd) such information was independently developed by the it such H&F Stockholders or its representatives such Representatives without the use of the Confidential Information.. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any of the H&F Stockholders or their Representatives from disclosing Confidential Information (x) to any actual or prospective investor, limited partner, member or shareholder or private equity or other investment fund of an H&F Stockholder or any of its Affiliates, provided, that such Person shall be bound by or subject to an obligation of confidentiality with respect to such Confidential Information, (y) if such disclosure is made to a governmental or regulatory entity or authority with jurisdiction over such party in connection with any audit or examination that is not specifically directed at the Company or the Confidential Information, provided, that such party shall request that confidential treatment be accorded to any information so disclosed or (z) if such disclosure is reasonably required or advisable in connection with a tax audit involving such Party or its affiliates. No Confidential Information shall be deemed to be provided to any

Sharing of Information. The Class I Director (to To the extent appointed permitted by antitrust, competition or nominated by the GHE Group hereunder) is permitted to disclose to the GHE Group (and its Affiliates)any other applicable Law, and each of the Class III Directors (to Company and the extent appointed or nominated by Xxxx xxxxxxxxx) is permitted to disclose to Dune Holders agrees and its Affiliatesacknowledges that the Sponsor may share confidential, as applicable, non-public information about the Company and its Affiliates that he or she receives as a result of being a directorSubsidiaries (“Confidential Information”) with the Sponsor Parties in order to enable the Sponsor to monitor its investment in the Company. Each of the GHE Founders and Dune Sponsor Party recognizes that it, or its respective Affiliates affiliates and representatives, has acquired or will acquire confidential, non-public information (“Confidential Information”) about the Company and its subsidiaries Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each of the GHE Founders and Dune Sponsor Party covenants and agrees with the Company that it will not (and will cause its respective Affiliates controlled affiliates and representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to itit to any third party, unless (ia) such information becomes known to the public through no fault of its own disclosure made or its representativesapproved by the Company, (iib) disclosure is required by applicable law Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental entityor regulatory authority; provided, provided that it (other than in the case of any required filing following the Closing with the Commission or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies the Company of such disclosure requirement or request and takes commercially reasonable steps steps, at the sole cost and expense of the Company, to minimize the extent of any such required disclosure, (iiic) such information was available or becomes available to it such Sponsor Party before, on or after the date hereofClosing, without restriction, from a source (other than the Company) without any breach of duty to the Company or (ivd) such information was independently developed by the it such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or stockholder of any of the foregoing, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Sponsor Party shall be responsible for any breach of this Section 6.4 by any such Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at the Company or the Confidential Information, provided, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Person.