Common use of Confidentiality; Access to Information Clause in Contracts

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY).

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a7.07(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a7.07(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a7.07(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member Member, AIRCO and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY).

Confidentiality; Access to Information. (a) Each Preferred Member Purchaser acknowledges that the information being Made Available to it by the Sellers and their Affiliates (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated November 12, 2009 between Purchaser and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the confidentiality obligations of Purchaser under the Confidentiality Agreement will terminate only with respect to information relating to the Business; and Purchaser acknowledges that any and all other information provided or Made Available to it by the Sellers and their Affiliates (or their respective agents or representatives) concerning the Sellers and their Affiliates (other than the FRBNY which is bound Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing and that any information provided by that certain Nondisclosure Agreement by or on behalf of the Sellers and among AIG their Affiliates pursuant to Section 6.4(d) below will be subject to the terms and conditions of the Confidentiality Agreement. (b) Between the date hereof and the FRBNY and dated as of September 25Closing Date, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY each Seller shall, subject to compliance with applicable Laws and any Observers who executed a joinder Contracts to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company which such Seller or any of its AffiliatesAffiliates (including the Purchased Entities) is a party, or their respective affairs provide Purchaser access and the opportunity to make such investigation of the management, employees, representatives (including outside attorneys and accountants), properties, businesses and operations of the Purchased Assets and Purchased Entities, and such examination of the books, records and other than disclosure to such Preferred Member’s advisors responsible for matters relating to documents and the Company and who financial condition of the Business (including the Purchased Entities), as it reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))requests; provided, however, that such Preferred Member no Seller nor any of their Affiliates shall be required to disclose to Purchaser or any agent or representative of its Authorized Representatives may make Purchaser any information to the extent it is advised by counsel that doing so would reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges), unless Purchaser agrees to enter into a valid joint defense agreement or similar arrangement to preserve such disclosureprivilege, or to the extent such disclosure would violate any applicable Law or contractual requirement (provided that the Sellers shall use commercially reasonable efforts to obtain consents or approvals in order to disclose such information). Any confidential information provided pursuant to this Section 6.4(b) shall be kept confidential by Purchaser and will be subject to applicable Law, the terms of the Confidentiality Agreement and Section 6.4(a). Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to unreasonably interfere with the conduct of the Business. No investigation pursuant to this Section 6.4(b) shall affect any representation or warranty by the Sellers in this Agreement or any condition to the obligations of Purchaser hereunder. (c) As reasonably requested by Purchaser, from the date hereof until the Closing, the Sellers shall provide Purchaser with such financial and other information with respect to the Business and the Purchased Entities, to the extent that such information is reasonably available to Sellers, and access to personnel of Sellers or any of their Affiliates and will use commercially reasonable efforts to provide access to Sellers’ outside accountants and other advisors, subject to customary indemnification agreements and other customary requirements imposed by such accountants and other advisors, for Purchaser to: (i) identify the information being disclosed is Purchased Assets with a view towards granting security interests in connection with such Preferred Member’s tax returns or concerns collateral after the tax structure or tax treatment of the Company or its transactions, Closing; and (ii) such disclosure is consider whether Purchaser will need to any officer, director, shareholder or partner prepare audited financial statements of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party Business in connection with any proposed Transfer of Securitiesfuture offering memoranda, which Permitted Transferee registration statement, or Third Party is subject periodic report prepared by Purchaser or its Affiliates. (d) Subject to Purchaser’s existing confidentiality obligations, and Honeywell’s right to have Purchaser enter into a new confidentiality agreement in respect of Seller information not related to the Business on terms reasonably acceptable to Honeywell (which in any event will include customary carve-outs for the benefit disclosure of the Company confidential information as required by applicable Laws) prior to complying with any terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member 6.4(d) (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) abovecollectively, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller GeneralConfidentiality Obligations”), upon requestreasonable advanced written notice, access the Sellers shall use commercially reasonable efforts to informationprovide Purchaser and its representatives with such financial and other information relating to the Business (including information of the Sellers or any of their Affiliates to the extent required by Regulation S-X (including Rules 3-05 and 3-10), dataGAAP, schedules, books, accounts, financial records, reports, files, electronic communications, IFRS or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System applicable accounting standards (the “Board of GovernorsApplicable Requirements”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)), to the extent required bysuch information is reasonably available to Sellers or their Subsidiaries (the “Carve-Out Financial Information”), and shall otherwise reasonably cooperate with Purchaser, in each case as reasonably requested by Purchaser and its Affiliates in order for Sensata NV and its Subsidiaries to prepare and audit any financial statements with respect to the Business, including in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 Applicable Requirements (the “Helping Families ActCarve-Out Financial Statements”). In furtherance of and without limiting the foregoing, the parties agree as follows: (i) Not more than thirty (30) days after the date of this Agreement, the Sellers shall appoint an individual with an appropriate level of financial expertise (the “HON Audit Manager”), to serve as the principal point of contact for Purchaser, its Affiliates, and its and their employees and other representatives (including outside accountants and legal counsel) (“Purchaser Personnel”) with respect to the matters set forth in this Section 6.4(d). The parties hereby acknowledge HON Audit Manager will be fully dedicated to the tasks required pursuant to this Section 6.4(d) in order to coordinate and respond to the requests of Purchaser Personnel which are made pursuant to this Section 6.4(d) and otherwise facilitate the Sellers’ compliance with their obligations under this Section 6.4(d). The HON Audit Manager will liaise and coordinate as necessary and appropriate with chief financial officers, site controllers, and other appropriate personnel or advisors (including outside accountants and legal counsel) of Honeywell and its Subsidiaries (“Honeywell Personnel”) in response to the reasonable requests of Purchaser Personnel under this Section 6.4(d). To the extent the HON Audit Manager is reasonably available, responsive, and cooperative, Purchaser and its representatives shall address all requests for information, inquiries, and other contact regarding the matters described in this Section 6.4(d) to the HON Audit Manager; provided that to the Helping Families Act provides thatextent reasonably necessary or appropriate in connection with the matters described in this Section 6.4(d), the HON Audit Manager will arrange for, and the Purchaser Personnel shall have, at reasonable times and upon reasonable notice, access to appropriate Honeywell Personnel, subject to certain exceptions enumerated the Confidentiality Obligations and, in 31 U.S.C. § 714(c)(4the case of outside advisors, subject to customary indemnification and confidentiality agreements and other customary requirements imposed by such accountants or other advisors. (ii) At Purchaser’s reasonable request, Seller and Purchaser will cooperate and use their commercially reasonable efforts to enable Purchaser to engage audit personnel of PricewaterhouseCoopers LLP (as amended“PwC”) who have a history of performing audit reviews for Honeywell (subject to Purchaser executing any customary indemnification and confidentiality agreements and other customary requirements imposed by PwC and reasonably acceptable to Purchaser) to assist Purchaser with the review of the Carve-Out Financial Information, to conduct an audit of the Carve-Out Financial Statements, and to perform any other services otherwise required by Sensata NV or any of its Subsidiaries in connection with this Section 6.4(d). (iii) From the date of appointment of the HON Audit Manager through the date of the Closing, the Sellers shall use commercially reasonable efforts to provide Carve-Out Financial Information, including pro forma financial information of the type previously Made Available to Purchaser in respect of the year ended December 31, 2009 (subject to the Confidentiality Obligations), an officer and shall otherwise reasonably cooperate with Purchaser Personnel as reasonably requested by Purchaser and its Affiliates in order to analyze and evaluate whether Sensata NV and its Subsidiaries will have a requirement to prepare and audit any Carve-Out Financial Statements, and in order to enable PwC to perform such audit procedures (including, if requested by PwC, a physical inventory count at year-end) as would be required or an employee requested by PwC in connection with any audit of the U.S. Government Accountability Office Carve-Out Financial Statements. (iv) Upon Purchaser’s reasonable advanced written notice (at any time prior to or after Closing) that it, as determined in its sole discretion, expects to require Carve-Out Financial Statements (the “GAOAudit Assistance Request”), the Sellers shall use commercially reasonable efforts to provide Carve-Out Financial Information (subject to the Confidentiality Obligations), and shall otherwise reasonably cooperate with Purchaser Personnel as reasonably requested by Purchaser and its Affiliates in order to prepare and audit the Carve-Out Financial Statements, and in order to complete such preparation and audit within applicable time frames under the Applicable Requirements. In connection with the preparation of the Carve-Out Financial Statements, to the extent that both Seller Personnel and Purchaser Personnel can, through the exercise of their commercially reasonable efforts, accomplish the same requirement or task, Purchaser shall cause Purchaser Personnel to perform such requirement or task in order to avoid undue burden on Seller Personnel. (v) Notwithstanding anything herein to the contrary, Sellers shall use commercially reasonable efforts to obtain representation letters and similar documents from the applicable Seller Personnel as may be required in connection with the preparation and audit of Carve-Out Financial Statements; provided that such obligation shall be inapplicable to the extent that, in the reasonable judgment of such personnel, the representations in such letter or document are not factually accurate in all material respects. Subject to Sellers’ compliance with the covenants of this Section 6.4(d), Purchaser agrees that the inability or failure, in whole or in part, of Sensata NV or any of its Subsidiaries to obtain any such representation letters or similar documents shall not in and of itself create any Liability on the part of the Sellers or constitute a breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement. (including vi) For the Comptroller Generalavoidance of doubt, the parties acknowledge and agree that the costs and expenses incurred by Sellers or their Subsidiaries, and personnel of Sellers or any of their Affiliates in providing Carve-Out Financial Information and cooperating in the preparation of the Carve-Out Financial Information shall be fully reimbursed by Purchaser at Seller’s actual cost. (vii) may not disclose The Sellers’ obligations under this Section 6.4(d) shall terminate upon the filing of a form 10-K by Sensata NV that includes its audited financial statements for the calendar year after the calendar year in which the Closing occurs, so long as the Sellers have complied with their obligations set forth in this Section 6.4(d) through such date. (e) From and after the date hereof until the Closing, Honeywell shall deliver to any person outside Purchaser as soon as practicable after they become available a profit and loss statement and statement of net assets for each month ending after the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) date of the May 29, 2010 Balance Sheet, prepared from the books and records of the Sellers (as amendedit relates to the Business) and maintained the Purchased Entities, as confidential by and only to the Board extent customarily prepared in the ordinary course of Governors or a Federal Reserve bank (including the FRBNY)business consistent with Honeywell’s past practice.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY FRBNY) and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that that, such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause clauses (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve reserve bank (including the FRBNY). The FRBNY hereby agrees promptly after the date hereof (i) to inform the GAO in writing of the Nondisclosure Agreement, pursuant to which (and subject to the terms thereof) the FRBNY has agreed to treat as confidential certain information of the AIG Member and/or the Company and their respective Affiliates, and (ii) in consultation with the AIG Member and the Company, to take reasonable steps to establish protocols with the GAO governing the receipt, handling and dissemination by the GAO of confidential information of the AIG Member, the Company and their respective subsidiaries. In addition to the foregoing, it is acknowledged that the AIG Member and/or the Company separately has sought assurances from the Comptroller General that the GAO will follow applicable laws and regulations, or other protocols that may be agreed to between the GAO and the AIG Member and/or the Company, relating to the disclosure of confidential information obtained directly or indirectly from the AIG Member and/or the Company, and has taken or will take steps, as the case may be, to enter into a written agreement regarding those assurances and/or other protocols that may be agreed to between the GAO and the AIG Member and/or the Company.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY FRBNY) and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that that, such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a7.07(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a7.07(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a7.07(a). In connection with any disclosure described in clause clauses (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member Member, AIRCO and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve reserve bank (including the FRBNY). The FRBNY hereby agrees promptly after the date hereof (i) to inform the GAO in writing of the Nondisclosure Agreement, pursuant to which (and subject to the terms thereof) the FRBNY has agreed to treat as confidential certain information of the AIG Member, AIRCO and/or the Company and their respective Affiliates, and (ii) in consultation with the AIG Member and the Company, to take reasonable steps to establish protocols with the GAO governing the receipt, handling and dissemination by the GAO of confidential information of the AIG Member, AIRCO, the Company and their respective subsidiaries. In addition to the foregoing, it is acknowledged that the AIG Member, AIRCO and/or the Company separately has sought assurances from the Comptroller General that the GAO will follow applicable laws and regulations, or other protocols that may be agreed to between the GAO and the AIG Member and/or the Company, relating to the disclosure of confidential information obtained directly or indirectly from the AIG Member, AIRCO and/or the Company, and has taken or will take steps, as the case may be, to enter into a written agreement regarding those assurances and/or other protocols that may be agreed to between the GAO and the AIG Member, AIRCO and/or the Company.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG SPAC and the FRBNY and dated as Company acknowledge that they are parties to the Confidentiality Agreement, the terms of September 25, 2008 (which are incorporated herein by reference. In the “Nondisclosure Agreement”event that this Section 8.6(a) or the Confidentiality Agreement conflicts with any Permitted Transferee other covenant or agreement contained herein or any other Transaction Agreement that contemplates the disclosure, use or provision of information or otherwise, then the FRBNY Confidentiality Agreement shall govern and any Observers who executed a joinder control to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise extent of such conflict. (b) The Company Shareholder agrees that it shall be bound by the Nondisclosure terms of the Confidentiality Agreement, agrees to keep confidentialas if it was the Company party thereto, and acknowledges that it is, and shall remain until Closing, subject to the terms of the Confidentiality Agreement, which are incorporated herein by reference. (c) Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of (i) the Company, in the case of a public announcement by SPAC or its Affiliates, (ii) SPAC, in the case of a public announcement by the Company or its Affiliates and (iii) the Company and SPAC, in the case of a public announcement by PubCo (such consents, in each case, not to disclose be unreasonably withheld, conditioned or delayed), except: (A) for routine disclosures to Governmental Entities made by the Company in the ordinary course of business; (B) for routine disclosures to Governmental Entities made by SPAC in the ordinary course of business; (C) if SPAC determines in good faith that such announcement or other communication is necessary or advisable in connection with any Permitted SPAC Change in Recommendation, in which case SPAC shall, to the extent permitted by Applicable Law, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and SPAC shall consider such comments in good faith; (D) if such announcement or other communication is required by Applicable Law, in which case the disclosing Party shall, to the extent permitted by Applicable Law, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (E) if such announcement or other communication is made in connection with SPAC or the Company’s fundraising or other investment related activities, in each case, in connection with the Transactions, and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality to the disclosing Party; (F) to the extent such announcements or other communications are consistent with information previously disclosed in a public statement, any matter press release or other communication previously approved or made in accordance with Section 8.4 or this Section 8.6(c); (G) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Company or Transactions required to be made under this Agreement; and (H) communications to employees of the Group Companies, and to customers and suppliers of the Group Companies for purposes of seeking any of its Affiliatesconsents and approvals required in connection with the Transactions, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating and then only to the extent such communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 8.4. (d) Subject to the Confidentiality Agreement, the Company will afford SPAC and its financial advisors, accountants, counsel and other representatives who reasonably have a need to know such information reasonable access during normal business hours, upon reasonable notice, to the books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as SPAC may reasonably request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member access shall be (i) conducted in a manner not to unreasonably interfere with the businesses or operations of the Company and (ii) limited as required by the Company’s policies or Applicable Law in connection with COVID-19 (including any of COVID-19 Measures). Subject to the Confidentiality Agreement, SPAC will afford the Company and its Authorized Representatives may make such disclosurefinancial advisors, subject to applicable Lawunderwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent books, records and personnel of SPAC during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of SPAC, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be (i) conducted in a manner not to unreasonably interfere with the information being disclosed is businesses or operations of SPAC and (ii) limited as required by SPAC’s policies or Applicable Law in connection with such Preferred Member’s tax returns or concerns COVID-19 (including any COVID-19 Measures). Notwithstanding the tax structure or tax treatment of foregoing, neither the Company nor SPAC, nor any of their respective Subsidiaries or its transactionsRepresentatives, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise shall be required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be providedprovided to, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to party any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), information if and to the extent required bydoing so would (A) violate any Applicable Law to which the Company or SPAC, and as applicable, is subject, (B) result in accordance the disclosure of any trade secrets of third parties in breach of any Contract with the provisions ofsuch third-party, 31 U.S.C. § 714(d)(3(C) (as added by section 801 violate any legally binding obligation of the Helping Families Save Their Homes Act of 2009Company or SPAC, Pub. L. No. 111as applicable, with respect to confidentiality, non-22 disclosure or privacy or (D) jeopardize protections afforded to the “Helping Families Act”)). The parties hereby acknowledge that Company or SPAC, as applicable, under the Helping Families Act provides attorney-client privilege or the attorney work product doctrine (provided that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4case of each of clauses (A) through (as amendedD), an officer the Company and SPAC shall each use reasonable best efforts to (x) provide such access as can be provided (or an employee of otherwise convey such information regarding the U.S. Government Accountability Office applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Applicable Law and (the “GAO”y) (including the Comptroller General) may not disclose to any person outside the GAO provide such information obtained in audits a manner without violating such privilege, doctrine, Contract, obligation or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNYApplicable Law).

Confidentiality; Access to Information. (a) Each Preferred Member USA, Ticket and TMOL hereby agree to treat any nonpublic information concerning City (whether prepared by City, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to them or to their directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, "REPRESENTATIVES") now or in the future by or on behalf of City (herein collectively referred to as the "EVALUATION MATERIAL") in accordance with the provisions below, and to take or abstain from taking certain other actions hereinafter set forth. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by City or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished by City or its Representatives pursuant hereto which is not available to the general public. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by USA, Ticket or TMOL or their Representatives, (ii) was within their possession prior to its being furnished to them by or on behalf of City, provided that the FRBNY which is source of such information was not known by them to be bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as a confidentiality agreement with or other contractual, legal or fiduciary obligation of September 25confidentiality to City, 2008 (the “Nondisclosure Agreement”iii) is or any Permitted Transferee of the FRBNY and any Observers who executed becomes available to them on a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company non-confidential basis from a source other than City or any of its AffiliatesRepresentatives, provided that such source was not known by them to be bound by a confidentiality agreement with or their respective affairs (other than disclosure contractual, legal or fiduciary obligation of confidentiality to City or any other party with respect to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested independently developed by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice them without use of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may requestEvaluation Material. (b) Each USA, Ticket and TMOL hereby agree that they and their Representatives shall use City's Evaluation Material solely for the purpose of evaluating the transactions contemplated hereby, and that City's Evaluation Material will be kept confidential and they and their Representatives will not disclose or use for purposes other than the evaluation of the AIG Member transactions contemplated hereby any of City's Evaluation Material in any manner whatsoever. (c) Each party will afford the other party and the Company hereby agrees such other party's accountants, counsel and other representatives reasonable access during normal business hours to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedulesits properties, books, accountsagreements, financial recordsrecords and personnel during the period prior to the Effective Time to obtain all information concerning its business, reportsincluding the status of product development and license efforts, filesproperties, electronic communicationsresults of operations and personnel, as such other party may reasonably request. No information or other papers, things or property that relate to assistance provided by the FRBNY knowledge obtained in any investigation pursuant to this Section 5.4 will affect or be deemed to modify any action taken by representation or warranty contained herein or the Board of Governors conditions to the obligations of the Federal Reserve System (parties to consummate the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)Merger.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG GF and the FRBNY and dated as Company acknowledge that they are parties to the Confidentiality Agreement, the terms of September 25, 2008 (which are incorporated herein by reference. In the “Nondisclosure Agreement”event that this Section 6.05(a) or the Confidentiality Agreement conflicts with any Permitted Transferee other covenant or agreement contained herein or any other Transaction Agreement that contemplates the disclosure, use or provision of information or otherwise, then the Confidentiality Agreement shall govern and control to the extent of such conflict. (b) Notwithstanding the foregoing, none of the FRBNY and Parties will make any Observers who executed a joinder public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the Nondisclosure Agreement foregoing, without the prior written consent of the Company, in the case of a public announcement by GF or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs GF, in the case of a public announcement by the Company or its Affiliates (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other than disclosure communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) if such announcement or other communication is made in connection with GF or the Company’s fundraising or other investment related activities, in each case, in connection with the Transactions, and is made to such Preferred MemberPerson’s advisors responsible for matters direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality to the disclosing Party; (iii) to the extent such announcements or other communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 6.04 or this Section 6.05(b); (iv) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (v) communications to employees of the Group Companies, and to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions and (vi) announcements and communications made in connection with the Potential Financing. GF shall be entitled to disclose and file with the SEC any information contained in any presentation made to the potential equity investors, which information may include confidential information; provided, that, Company shall have the right to review and approve (which approval shall not be unreasonably conditioned, withheld or delayed) any materials prior to their distribution. (c) Subject to the Confidentiality Agreement, the Company shall afford GF and its financial advisors, accountants, counsel and other representatives who reasonably have a need to know such information reasonable access during normal business hours, upon reasonable notice, to the books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, as GF may reasonably request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that access shall be (i) conducted in a manner not to unreasonably interfere with the information being disclosed is in connection with such Preferred Member’s tax returns businesses or concerns the tax structure or tax treatment operations of the Company or its transactionsCompany, (ii) such disclosure is to any officerlimited as required by the Company’s policies or Applicable Legal Requirements in connection with COVID-19 (including the COVID-19 Measures), director, shareholder or partner of such Preferred Member, and (iii) that GF and its Representatives shall not, without the information being disclosed is otherwise generally available prior written consent of the Company, make inquiries of persons having business relationships with the Company (including suppliers, customers and vendors) regarding the Company or such business relationships. (d) Subject to the publicConfidentiality Agreement, (iv) such disclosure is requested by any governmental bodyGF shall afford the Company and its financial advisors, agencyunderwriters, official or authority having jurisdiction over such Preferred Memberaccountants, (v) such disclosurecounsel and other representatives reasonable access during normal business hours, based upon reasonable notice, to the advice books, records and personnel of legal counsel of such Preferred Member or Authorized RepresentativeGF during the period prior to the Closing to obtain all information concerning the business, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party as the Company may reasonably request in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit consummation of the Company with terms no less protective than this Section 7.05(a). Prior Transactions; provided, however, that any such access shall be (i) conducted in a manner not to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply unreasonably interfere with the obligations businesses or operations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY).GF,

Confidentiality; Access to Information. (a) Each Preferred Member Purchaser acknowledges that the information being Made Available to it by the Sellers and their Affiliates (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated November 12, 2009 between Purchaser and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the confidentiality obligations of Purchaser under the Confidentiality Agreement will terminate only with respect to information 57 relating to the Business; and Purchaser acknowledges that any and all other information provided or Made Available to it by the Sellers and their Affiliates (or their respective agents or representatives) concerning the Sellers and their Affiliates (other than the FRBNY which is bound Business) will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing and that any information provided by that certain Nondisclosure Agreement by or on behalf of the Sellers and among AIG their Affiliates pursuant to Section 6.4(d) below will be subject to the terms and conditions of the Confidentiality Agreement. (b) Between the date hereof and the FRBNY and dated as of September 25Closing Date, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY each Seller shall, subject to compliance with applicable Laws and any Observers who executed a joinder Contracts to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company which such Seller or any of its AffiliatesAffiliates (including the Purchased Entities) is a party, or their respective affairs provide Purchaser access and the opportunity to make such investigation of the management, employees, representatives (including outside attorneys and accountants), properties, businesses and operations of the Purchased Assets and Purchased Entities, and such examination of the books, records and other than disclosure to such Preferred Member’s advisors responsible for matters relating to documents and the Company and who financial condition of the Business (including the Purchased Entities), as it reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))requests; provided, however, that such Preferred Member no Seller nor any of their Affiliates shall be required to disclose to Purchaser or any agent or representative of its Authorized Representatives may make Purchaser any information to the extent it is advised by counsel that doing so would reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges), unless Purchaser agrees to enter into a valid joint defense agreement or similar arrangement to preserve such disclosureprivilege, or to the extent such disclosure would violate any applicable Law or contractual requirement (provided that the Sellers shall use commercially reasonable efforts to obtain consents or approvals in order to disclose such information). Any confidential information provided pursuant to this Section 6.4(b) shall be kept confidential by Purchaser and will be subject to applicable Law, the terms of the Confidentiality Agreement and Section 6.4(a). Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to unreasonably interfere with the conduct of the Business. No investigation pursuant to this Section 6.4(b) shall affect any representation or warranty by the Sellers in this Agreement or any condition to the obligations of Purchaser hereunder. (c) As reasonably requested by Purchaser, from the date hereof until the Closing, the Sellers shall provide Purchaser with such financial and other information with respect to the Business and the Purchased Entities, to the extent that such information is reasonably available to Sellers, and access to personnel of Sellers or any of their Affiliates and will use commercially reasonable efforts to provide access to Sellers’ outside accountants and other advisors, subject to customary indemnification agreements and other customary requirements imposed by such accountants and other advisors, for Purchaser to: (i) identify the information being disclosed is Purchased Assets with a view towards granting security interests in connection with such Preferred Member’s tax returns or concerns collateral after the tax structure or tax treatment of the Company or its transactions, Closing; and (ii) such disclosure is consider whether Purchaser will need to any officer, director, shareholder or partner prepare audited financial statements of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party Business in connection with any proposed Transfer of Securitiesfuture offering memoranda, which Permitted Transferee registration statement, or Third Party is subject periodic report prepared by Purchaser or its Affiliates. (d) Subject to Purchaser’s existing confidentiality obligations, and Honeywell’s right to have Purchaser enter into a new confidentiality agreement in respect of 58 Seller information not related to the Business on terms reasonably acceptable to Honeywell (which in any event will include customary carve-outs for the benefit disclosure of the Company confidential information as required by applicable Laws) prior to complying with any terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member 6.4(d) (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) abovecollectively, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller GeneralConfidentiality Obligations”), upon requestreasonable advanced written notice, access the Sellers shall use commercially reasonable efforts to informationprovide Purchaser and its representatives with such financial and other information relating to the Business (including information of the Sellers or any of their Affiliates to the extent required by Regulation S-X (including Rules 3-05 and 3-10), dataGAAP, schedules, books, accounts, financial records, reports, files, electronic communications, IFRS or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System applicable accounting standards (the “Board of GovernorsApplicable Requirements”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)), to the extent required bysuch information is reasonably available to Sellers or their Subsidiaries (the “Carve-Out Financial Information”), and shall otherwise reasonably cooperate with Purchaser, in each case as reasonably requested by Purchaser and its Affiliates in order for Sensata NV and its Subsidiaries to prepare and audit any financial statements with respect to the Business, including in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 Applicable Requirements (the “Helping Families ActCarve-Out Financial Statements”). In furtherance of and without limiting the foregoing, the parties agree as follows: (i) Not more than thirty (30) days after the date of this Agreement, the Sellers shall appoint an individual with an appropriate level of financial expertise (the “HON Audit Manager”), to serve as the principal point of contact for Purchaser, its Affiliates, and its and their employees and other representatives (including outside accountants and legal counsel) (“Purchaser Personnel”) with respect to the matters set forth in this Section 6.4(d). The parties hereby acknowledge HON Audit Manager will be fully dedicated to the tasks required pursuant to this Section 6.4(d) in order to coordinate and respond to the requests of Purchaser Personnel which are made pursuant to this Section 6.4(d) and otherwise facilitate the Sellers’ compliance with their obligations under this Section 6.4(d). The HON Audit Manager will liaise and coordinate as necessary and appropriate with chief financial officers, site controllers, and other appropriate personnel or advisors (including outside accountants and legal counsel) of Honeywell and its Subsidiaries (“Honeywell Personnel”) in response to the reasonable requests of Purchaser Personnel under this Section 6.4(d). To the extent the HON Audit Manager is reasonably available, responsive, and cooperative, Purchaser and its representatives shall address all requests for information, inquiries, and other contact regarding the matters described in this Section 6.4(d) to the HON Audit Manager; provided that to the Helping Families Act provides thatextent reasonably necessary or appropriate in connection with the matters described in this Section 6.4(d), the HON Audit Manager will arrange for, and the Purchaser Personnel shall have, at reasonable times and upon reasonable notice, access to appropriate Honeywell Personnel, subject to certain exceptions enumerated the Confidentiality Obligations and, in 31 U.S.C. § 714(c)(4the case of outside advisors, subject to customary indemnification and confidentiality agreements and other customary requirements imposed by such accountants or other advisors. (ii) At Purchaser’s reasonable request, Seller and Purchaser will cooperate and use their commercially reasonable efforts to enable Purchaser to engage audit personnel of PricewaterhouseCoopers LLP (as amended“PwC”) who have a history of performing audit reviews for Honeywell (subject to Purchaser executing any customary indemnification and confidentiality agreements and other customary requirements imposed by PwC and reasonably acceptable to Purchaser) to assist Purchaser with the review of the Carve-Out Financial Information, to conduct an audit of the Carve-Out Financial Statements, and to perform any other services otherwise required by Sensata NV or any of its Subsidiaries in connection with this Section 6.4(d). (iii) From the date of appointment of the HON Audit Manager through the date of the Closing, the Sellers shall use commercially reasonable efforts to provide Carve-Out Financial Information, including pro forma financial information of the type previously Made Available to Purchaser in respect of the year ended December 31, 2009 (subject to the Confidentiality Obligations), an officer and shall otherwise reasonably cooperate with Purchaser Personnel as reasonably requested by Purchaser and its Affiliates in order to analyze and evaluate whether Sensata NV and its Subsidiaries will have a requirement to prepare and audit any Carve-Out Financial Statements, and in order to enable PwC to perform such audit procedures (including, if requested by PwC, a physical inventory count at year-end) as would be required or an employee requested by PwC in connection with any audit of the U.S. Government Accountability Office Carve-Out Financial Statements. (iv) Upon Purchaser’s reasonable advanced written notice (at any time prior to or after Closing) that it, as determined in its sole discretion, expects to require Carve-Out Financial Statements (the “GAOAudit Assistance Request”), the Sellers shall use commercially reasonable efforts to provide Carve-Out Financial Information (subject to the Confidentiality Obligations), and shall otherwise reasonably cooperate with Purchaser Personnel as reasonably requested by Purchaser and its Affiliates in order to prepare and audit the Carve-Out Financial Statements, and in order to complete such preparation and audit within applicable time frames under the Applicable Requirements. In connection with the preparation of the Carve-Out Financial Statements, to the extent that both Seller Personnel and Purchaser Personnel can, through the exercise of their commercially reasonable efforts, accomplish the same requirement or task, Purchaser shall cause Purchaser Personnel to perform such requirement or task in order to avoid undue burden on Seller Personnel. (v) Notwithstanding anything herein to the contrary, Sellers shall use commercially reasonable efforts to obtain representation letters and similar documents from the applicable Seller Personnel as may be required in connection with the preparation and audit of Carve-Out Financial Statements; provided that such obligation shall be inapplicable to the extent that, in the reasonable judgment of such personnel, the representations in such letter or document are not factually accurate in all material respects. Subject to Sellers’ compliance with the covenants of this Section 6.4(d), Purchaser agrees that the inability or failure, in whole or in part, of Sensata NV or any of its Subsidiaries to obtain any such representation letters or similar documents shall not in and of itself create any Liability on the part of the Sellers or constitute a breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement. (including vi) For the Comptroller Generalavoidance of doubt, the parties acknowledge and agree that the costs and expenses incurred by Sellers or their Subsidiaries, and personnel of Sellers or any of their Affiliates in providing Carve-Out Financial Information and cooperating in the preparation of the Carve-Out Financial Information shall be fully reimbursed by Purchaser at Seller’s actual cost. (vii) may not disclose The Sellers’ obligations under this Section 6.4(d) shall terminate upon the filing of a form 10-K by Sensata NV that includes its audited financial statements for the calendar year after the calendar year in which the Closing occurs, so long as the Sellers have complied with their obligations set forth in this Section 6.4(d) through such date. (e) From and after the date hereof until the Closing, Honeywell shall deliver to any person outside Purchaser as soon as practicable after they become available a profit and loss statement and statement of net assets for each month ending after the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) date of the May 29, 2010 Balance Sheet, prepared from the books and records of the Sellers (as amendedit relates to the Business) and maintained the Purchased Entities, as confidential by and only to the Board extent customarily prepared in the ordinary course of Governors or a Federal Reserve bank (including the FRBNY)business consistent with Honeywell’s past practice.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG Parent and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder Company acknowledge that they are parties to the Nondisclosure Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Closing, the Confidentiality Agreement or who are otherwise bound thereto), and any Observer not otherwise bound shall be superseded in its entirety by the Nondisclosure provisions of this Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or if for any of its Authorized Representatives may make such disclosure, subject to applicable Law, reason this Agreement is terminated prior to the extent that Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) the information being disclosed is in connection with such Preferred Member’s tax returns which was known to one Party or concerns the tax structure its agents or tax treatment of representatives prior to receipt from the Company or its transactionsthe Company Stockholders, on the one hand, or Parent, Merger Sub or Merger Sub II, on the other hand, as applicable; (ii) such disclosure information which is or becomes generally known to any officer, director, shareholder the public without breach of this Agreement or partner an existing obligation of such Preferred Member, confidentiality; (iii) the information being disclosed is otherwise generally available acquired by a Party or their respective agents or representatives from a third party who was not bound to the public, an obligation of confidentiality; (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law Applicable Legal Requirement or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) stock exchange rule; or (v) disclosure consented to in writing by Parent, Merger Sub or Merger Sub II (in the case of this Section 7.05(a)the Company Stockholders and, a Preferred Member (other than prior to the FRBNY or any Permitted Transferee thereof) shall notify Closing, the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (ivCompany) or the Company (v) abovein the case of Parent, Merger Sub or Merger Sub II and, following the Closing, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may requestCompany). (b) Each None of the AIG Member and Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company hereby agrees to provideStockholders or the Company (such consents, or cause in either case, not to be providedunreasonably withheld, to the Comptroller General of the United States (the “Comptroller General”conditioned or delayed), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, except: (i) if such announcement or other paperscommunication is required by Applicable Legal Requirements, things or property that relate to assistance provided by in which case the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)disclosing Party shall, to the extent required bypermitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) internal announcements to employees of the Group Companies; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 7.03 or this Section 7.04(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the provisions of, 31 U.S.C. § 714(d)(3Transactions required to be made under this Agreement; and (vi) (as added by section 801 communications to customers and suppliers of the Helping Families Save Their Homes Act Group Companies for purposes of 2009seeking any consents and approvals required in connection with the Transactions. (c) The Company shall afford Parent and its financial advisors, Pubaccountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company. L. NoParent shall afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Parent. 111Notwithstanding anything to the contrary, the Parties shall not be required to take any action, provide any access or furnish any information that such Party in good faith reasonably believes would be reasonably likely to (i) cause or constitute a waiver of the attorney-22 client or other privilege or (the “Helping Families Act”)). The parties hereby acknowledge ii) violate any Contract to which such Party is a party or bound; provided, that the Helping Families Act provides that, subject Parties agree to certain exceptions enumerated cooperate in 31 U.S.C. § 714(c)(4) good faith and use commercially reasonable efforts to make alternative arrangements to allow for such access or furnishings in a manner that does not result in the events set out in clauses (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amendedi) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)ii) above.

Confidentiality; Access to Information. (a) Each Preferred Member (other than The parties acknowledge that the FRBNY which is bound by that certain Nondisclosure Company and Buyer have previously executed the Non-Disclosure Agreement by and among AIG and the FRBNY and dated effective as of September 2520, 2008 2012 (the “Nondisclosure Confidentiality Agreement”), which will continue in full force and effect in accordance with its terms; provided, that from and after the Closing, all restrictions in the Confidentiality Agreement on disclosure by Buyer and its Representatives of Evaluation Material and Transaction Facts (each as defined in the Confidentiality Agreement) shall cease. Each of Buyer, each Seller Party and each Company Subsidiary will hold, and will cause its respective Representatives to hold any Evaluation Material and Transaction Facts confidential in accordance with the terms of the Confidentiality Agreement, subject to any applicable Legal Requirements; provided that (i) the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby; and (ii) any Seller who is a corporate entity may disclose information to its shareholders, limited or general partners or members who are bound by confidentiality undertakings as protective as those set forth herein. Notwithstanding the foregoing, nothing in this Agreement or in the Confidentiality Agreement shall be interpreted or construed to limit, or interfere in any way with, the right of the Seller Representative or any Permitted Transferee of the FRBNY Seller to use or disclose any Evaluation Material and Transaction Facts in any Observers who executed a joinder Action or dispute with Buyer in connection with this Agreement, including in connection with any Buyer Claim in accordance with Section 13. (b) Notwithstanding anything to the Nondisclosure Agreement contrary contained herein, for a period of five (5) years after the Closing, each Seller shall (and shall cause its Affiliates to) hold all non-public or who are otherwise bound thereto)confidential information relating to the Company, the Company Subsidiaries and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, their respective businesses in strict confidence and not to disclose to any Person, Person or use any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))for any purpose; provided, however, that such Preferred Member restrictions shall not apply to (a) any information that becomes publicly available after the Closing Date through no fault of such Seller or any of its Authorized Representatives may make Affiliates, (b) any information that after the Closing Date is legitimately received by any Seller or any of its Affiliates from a third Person (provided that such third Person is not known by such Seller or any of its Affiliates after reasonable inquiry to be bound by an obligation of secrecy with respect to such information), (c) any disclosure required by applicable Legal Requirements or any Governmental Authority, so long as notice of such disclosure is given to Buyer prior to making such disclosure and the Seller cooperates with Buyer in using reasonable commercial efforts to resist such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vid) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by to consummate the Board of Governors Closing or to enforce any right of the Federal Reserve System (the “Board of Governors”) applicable Seller arising under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)this Agreement.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need the Parent acknowledges that it is a party to know such information the Confidentiality Agreement, the terms of which are incorporated herein by reference. Following Closing, the Confidentiality Agreement shall be superseded in order its entirety by the provisions of this Agreement with respect to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))the obligations of the Company and the Parent; provided, however, that such Preferred Member or if for any of its Authorized Representatives may make such disclosure, subject to applicable Law, reason this Agreement is terminated prior to the extent that Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) the information being disclosed is in connection with such Preferred Member’s tax returns which was known to one Party or concerns the tax structure its agents or tax treatment of representatives prior to receipt from the Company or its transactionsthe Company Stockholders, on the one hand, or Parent, Merger Sub I or Merger Sub II, on the other hand, as applicable; (ii) such disclosure information which is or becomes generally known to any officer, director, shareholder the public without breach of this Agreement or partner an existing obligation of such Preferred Member, confidentiality; (iii) the information being disclosed is otherwise generally available acquired by a Party or their respective agents or representatives from a third party who was not bound to the public, an obligation of confidentiality; (iv) information developed by such disclosure is requested by Party independently without any governmental body, agency, official or authority having jurisdiction over such Preferred Member, reliance on the non-public information received from any other Party; (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise disclosure required by applicable Law Applicable Legal Requirement or statute stock exchange rule; or (vi) such disclosure is made consented to any Permitted Transferee in writing by Parent, Merger Sub I or Third Party Merger Sub II (in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit case of the Company with terms no less protective than this Section 7.05(a). Prior Stockholders and, prior to making any disclosure described in clause (ivthe Closing, the Company) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company (in seeking any protective order the case of Parent, Merger Sub I or other appropriate arrangement as the Board of Managers may requestMerger Sub II). (b) Each Notwithstanding the foregoing, none of the AIG Member and Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company hereby agrees to provideStockholders or the Company (such consents, or cause in either case, not to be providedunreasonably withheld, to the Comptroller General of the United States (the “Comptroller General”conditioned or delayed), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, except: (i) if such announcement or other paperscommunication is required by Applicable Legal Requirements, things or property that relate to assistance provided by in which case the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)disclosing Party shall, to the extent required bypermitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) announcements and communications regarding this Agreement and the Transactions to the Group Companies’ stockholders, Affiliates, and its and their respective directors, officers, employees, managers and advisors, in each case subject to an obligation of confidentiality; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 6.3 or this Section 6.4(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the provisions of, 31 U.S.C. § 714(d)(3Transactions required to be made under this Agreement; and (vi) (as added by section 801 communications to customers and suppliers of the Helping Families Save Their Homes Act Group Companies for purposes of 2009seeking any consents and approvals required in connection with the Transactions. (c) The Company will afford, Pub. L. No. 111-22 (and will cause the “Helping Families Act”)). The parties hereby acknowledge that other Group Companies to afford, Parent and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the Helping Families Act provides thatproperties, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended)books, an officer or an employee records and personnel of the U.S. Government Accountability Office (Company and the “GAO”) (other Group Companies during the period prior to the Closing to obtain all information concerning the business, including the Comptroller Generalstatus of the C Acquisition, business development efforts, properties, results of operations and personnel of the Company and the other Group Companies, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that (i) may any such access shall be conducted in a manner not to interfere with the businesses or operations of the Group Companies, (ii) no Group Company shall be required to provide access to or to disclose to information where such access or disclosure would (x) contravene any person outside the GAO information obtained in audits Applicable Legal Requirement, Order or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential Contract of any Group Companies or, if determined by the Board Company in good faith after consulting with counsel, reasonably be expected to result in antitrust risk for the Company, (y) reasonably be expected to violate or result in a loss or impairment of Governors any attorney-client, legal or work product privilege or (z) expose a Federal Reserve bank Group Company to risk of liability for disclosure of sensitive or Personal Information and (iii) no Group Company shall be required to provide such access if the Company in good faith determines, in light of any Pandemic Measures, that such access would reasonably be expected to jeopardize the health and safety of any Group Company personnel or representatives. (d) Parent will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the FRBNY)Company may reasonably request in connection with the consummation of the Transactions; provided, however, that (i) any such access shall be conducted in a manner not to interfere with the businesses or operations of Parent, (ii) the Parent shall not be required to provide access to or to disclose information where such access or disclosure would (x) contravene any Applicable Legal Requirement, Order or Contract of the Parent, (y) reasonably be expected to violate or result in a loss or impairment of any attorney-client, legal or work product privilege or (z) expose the Parent to risk of liability for disclosure of sensitive or Personal Information and (iii) the Parent shall not be required to provide such access if the Parent in good faith determines, in light of any Pandemic Measures, that such access would reasonably be expected to jeopardize the health and safety of the Parent’s personnel or representatives.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG Parent and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder Company acknowledge that they are parties to the Nondisclosure Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Closing, the Confidentiality Agreement or who are otherwise bound thereto), and any Observer not otherwise bound shall be superseded in its entirety by the Nondisclosure provisions of this Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or if for any of its Authorized Representatives may make such disclosure, subject to applicable Law, reason this Agreement is terminated prior to the extent that Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the Effective Date and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) the information being disclosed is in connection with such Preferred Member’s tax returns which was known to one Party or concerns the tax structure its agents or tax treatment of representatives prior to receipt from the Company or its transactionsthe Company Stockholders, on the one hand, or Parent, Merger Sub or Merger Sub II, on the other hand, as applicable; (ii) such disclosure information which is or becomes generally known to any officer, director, shareholder the public without breach of this Agreement or partner an existing obligation of such Preferred Member, confidentiality; (iii) the information being disclosed is otherwise generally available acquired by a Party or their respective agents or representatives from a third party who was not bound to the public, an obligation of confidentiality; (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law Applicable Legal Requirement or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) stock exchange rule; or (v) disclosure consented to in writing by Parent, Merger Sub or Merger Sub II (in the case of this Section 7.05(a)the Company Stockholders and, a Preferred Member (other than prior to the FRBNY or any Permitted Transferee thereof) shall notify Closing, the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (ivCompany) or the Company (v) abovein the case of Parent, Merger Sub or Merger Sub II and, following the Closing, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may requestCompany). (b) Each None of the AIG Member and Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company hereby agrees to provideStockholders or the Company (such consents, or cause in either case, not to be providedunreasonably withheld, to the Comptroller General of the United States (the “Comptroller General”conditioned or delayed), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, except: (i) if such announcement or other paperscommunication is required by Applicable Legal Requirements, things or property that relate to assistance provided by in which case the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)disclosing Party shall, to the extent required bypermitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) internal announcements to employees of the Group Companies; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 7.03 or this Section 7.04(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the provisions of, 31 U.S.C. § 714(d)(3Transactions required to be made under this Agreement; and (vi) (as added by section 801 communications to customers and suppliers of the Helping Families Save Their Homes Act Group Companies for purposes of 2009seeking any consents and approvals required in connection with the Transactions. (c) The Company shall afford Parent and its financial advisors, Pubaccountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company. L. NoParent shall afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Parent. 111Notwithstanding anything to the contrary, the Parties shall not be required to take any action, provide any access or furnish any information that such Party in good faith reasonably believes would be reasonably likely to (i) cause or constitute a waiver of the attorney-22 client or other privilege or (the “Helping Families Act”)). The parties hereby acknowledge ii) violate any Contract to which such Party is a party or bound; provided, that the Helping Families Act provides that, subject Parties agree to certain exceptions enumerated cooperate in 31 U.S.C. § 714(c)(4) good faith and use commercially reasonable efforts to make alternative arrangements to allow for such access or furnishings in a manner that does not result in the events set out in clauses (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amendedi) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)ii) above.

Confidentiality; Access to Information. (a) Any confidentiality agreement or letter of intent previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each Preferred Member party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to (other than the FRBNY i) information which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder was known to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, one party or their respective affairs agents prior to receipt from the other party; (other than ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article 8 hereof, each party will return or cause to such Preferred Member’s advisors responsible for matters relating be returned to the Company other all documents and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to other material obtained from the extent that (i) the information being disclosed is other in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may requestTransaction contemplated hereby. (b) Each of the AIG Member Access to Information. (i) Stand Giant will afford Taxus Pharma and the Company hereby agrees to provideits financial advisors, or cause to be providedaccountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedulesproperties, books, accountsrecords and personnel of Stand Giant during the period prior to the Closing to obtain all information concerning the business, financial recordsincluding the status of product development efforts, reportsproperties, filesresults of operations and personnel of Stand Giant, electronic communications, as Taxus Pharma may reasonably request. No information or other papers, things or property that relate to assistance provided knowledge obtained by the FRBNY Taxus Pharma in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any action taken by representation or warranty contained herein or the Board of Governors conditions to the obligations of the Federal Reserve System parties to consummate the Transaction. (the “Board of Governors”ii) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)Taxus Pharma will afford Stand Giant and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent required byproperties, books, records and personnel of Taxus Pharma during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Taxus Pharma, as Stand Giant may reasonably request. No information or knowledge obtained by Stand Giant in accordance with any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 conditions to the obligations of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (parties to consummate the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)Transaction.

Confidentiality; Access to Information. (ai) Each Preferred Member Prior to the Effective Time and after any termination of this Agreement each party hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and representatives (collectively, the "Representatives"), to hold, in confidence all confidential documents and information concerning the other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG parties hereto and the FRBNY and dated as of September 25Subsidiary furnished to such party in connection with the Contemplated Transactions, 2008 (the “Nondisclosure Agreement”) including, without limitation, all analyses, compilations, studies or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound records prepared by the Nondisclosure Agreementparty receiving the information or by such party's Representatives, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company that contain or any of its Affiliates, otherwise reflect or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know are generated from such information in order to perform such responsibilities (each such Person being hereinafter collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as an “Authorized Representative”))the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (ii) The Receiving Company agrees that the Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information will be kept confidential by the Receiving Company and its Representatives; provided, however, that (1) any of such Preferred Member information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that each such Representative shall be informed by the Receiving Company of the confidential nature of such information, shall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1 in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its Representatives) and (2) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary andappropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Authorized Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Material, the Receiving Company will promptly notify the Delivering Company of such request or requirement so that the Delivering Company may make seek an appropriate protective order and/or waive the Receiving Company's compliance with the provisions or this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Company or any of its Representatives is nonetheless, in the reasonable written opinion of the Receiving Company's counsel, compelled to disclose Confidential Material to any tribunal, the Receiving Company or such disclosureRepresentative, subject to applicable Law, after notice to the extent Delivering Company, may disclose such information to such tribunal. The Receiving Party shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Material so disclosed. The Receiving Company or such Representative shall not be liable for the disclosure of Confidential Material hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by the Receiving Company or any of its Representatives not permitted by this Agreement. (iiv) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment This Section 6.1(iv) shall be inoperative as to particular portions of the Company Confidential Material if such information (1) is or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise becomes generally available to the publicpublic other than as a result of a disclosure by the Receiving Company or its Representatives; (2) was available to the Receiving Company on a non- confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives or (3) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality agreement with the Delivering Company or the Delivering Company's Representatives and is not otherwise prohibited from transmitting the information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (iv1) such disclosure is requested by any governmental body, agency, official and (2) above shall not relieve the Receiving Company or authority having jurisdiction over such Preferred Member, its Representatives of the prohibitions of the confidentiality provisions of this Section 6.1(iv) with respect to the balance of the Confidential Material. (v) such disclosureIf this Agreement is terminated, based upon the advice of legal counsel of such Preferred Member or Authorized Representativeeach party hereto will, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall will use all reasonable its best efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, deliver to the Comptroller General of the United States (the “Comptroller General”)party from whom such Confidential Material was obtained, upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or all documents and other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required bymaterials, and all copies thereof, obtained by such party or on its behalf from any such other parties in accordance connection with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge this Agreement that the Helping Families Act provides that, are subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)such confidence.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG ION and the FRBNY and dated as Company acknowledge that they are parties to the Confidentiality Agreement, the terms of September 25, 2008 (which are incorporated herein by reference. In the “Nondisclosure Agreement”event that this Section 6.05(a) or the Confidentiality Agreement conflicts with any Permitted Transferee other covenant or agreement contained herein or any other Transaction Agreement that contemplates the disclosure, use or provision of information or otherwise, then the Confidentiality Agreement shall govern and control to the extent of such conflict. (b) Notwithstanding the foregoing, none of the FRBNY and Parties will make any Observers who executed a joinder public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the Nondisclosure Agreement foregoing, without the prior written consent of the Company, in the case of a public announcement by ION or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs ION, in the case of a public announcement by the Company or its Affiliates (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other than disclosure communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) if such announcement or other communication is made in connection with ION or the Company’s fundraising or other investment related activities, in each case, in connection with the Transactions, and is made to such Preferred MemberPerson’s advisors responsible for matters direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality to the disclosing Party; (iii) to the extent such announcements or other communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 6.04 or this Section 6.05(b); (iv) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (v) communications to employees of the Group Companies, and to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions. (c) Subject to the Confidentiality Agreement, the Company will afford ION and its financial advisors, accountants, counsel and other representatives who reasonably have a need to know such information reasonable access during normal business hours, upon reasonable notice, to the books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as ION may reasonably request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member access shall be (i) conducted in a manner not to unreasonably interfere with the businesses or any operations of the Company and (ii) limited as required by the Company’s policies or Applicable Legal Requirements in connection with COVID-19 (including the COVID-19 Measures). Subject to the Confidentiality Agreement, ION will afford the Company and its Authorized Representatives may make such disclosurefinancial advisors, subject to applicable Lawunderwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent books, records and personnel of ION during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of ION, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be (i) conducted in a manner not to unreasonably interfere with the information being disclosed is businesses or operations of ION and (ii) limited as required by ION’s policies or Applicable Legal Requirements in connection with such Preferred Member’s tax returns or concerns COVID-19 (including the tax structure or tax treatment of COVID-19 Measures). Notwithstanding the foregoing, neither the Company nor ION, nor any of their respective Subsidiaries or its transactionsRepresentatives, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise shall be required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be providedprovided to, to the Comptroller General of the United States other party any information (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”i) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), if and to the extent required bydoing so would (A) violate any Applicable Legal Requirement to which the Company or ION, and as applicable, is subject, (B) result in accordance the disclosure of any trade secrets of third parties in breach of any Contract with the provisions ofsuch third-party, 31 U.S.C. § 714(d)(3(C) (as added by section 801 violate any legally binding obligation of the Helping Families Save Their Homes Act of 2009Company or ION, Pub. L. No. 111as applicable, with respect to confidentiality, non-22 disclosure or privacy or (D) jeopardize protections afforded to the “Helping Families Act”)). The parties hereby acknowledge that Company or ION, as applicable, under the Helping Families Act provides attorney-client privilege or the attorney work product doctrine (provided that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4case of each of clauses (A) through (as amendedD), an officer the Company and ION shall each use reasonable best efforts to (x) provide such access as can be provided (or an employee of otherwise convey such information regarding the U.S. Government Accountability Office applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Applicable Legal Requirement and (the “GAO”y) (including the Comptroller General) may not disclose to any person outside the GAO provide such information obtained in audits a manner without violating such privilege, doctrine, Contract, obligation or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNYApplicable Legal Requirement).

Confidentiality; Access to Information. (a) Each Preferred Member Iconic and the Company acknowledge that they are parties to the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company, on the one hand, or Iconic, on the other than the FRBNY hand, as applicable; (ii) information which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder becomes generally known to the Nondisclosure public without breach of this Agreement or who are otherwise bound thereto), and any Observer not otherwise bound an existing obligation of confidentiality; (iii) information acquired by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, a Party or their respective affairs (other than disclosure agents or representatives from a third party who was not bound to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))obligation of confidentiality; provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) information developed by such disclosure is requested by Party independently without any governmental body, agency, official or authority having jurisdiction over such Preferred Member, reliance on the non-public information received from any other Party; (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise disclosure required by applicable Law Legal Requirement or statute stock exchange rule; or (vi) prior to the Closing, disclosure consented to in writing by Iconic (in the case of the Company) or the Company (in the case of Iconic). Iconic and the Company shall be permitted to disclose such disclosure is made to any Permitted Transferee information as may be appropriate or Third Party requested by a Governmental Entity having jurisdiction in connection with any proposed Transfer of Securities, which Permitted Transferee application or Third Party is subject request for consent to the Transactions related to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may requestLiquor License. (b) Each None of the AIG Member and Parties will make any public announcement or issue any public communication regarding this Agreement or the Company hereby agrees to provide, Transactions or cause to be provided, any matter related to the Comptroller General foregoing, without the prior written consent of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)Iconic.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG Parent and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder Company acknowledge that they are parties to the Nondisclosure Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Closing, the Confidentiality Agreement or who are otherwise bound thereto), and any Observer not otherwise bound shall be superseded in its entirety by the Nondisclosure provisions of this Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or if for any of its Authorized Representatives may make such disclosure, subject to applicable Law, reason this Agreement is terminated prior to the extent that Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) the information being disclosed is in connection with such Preferred Member’s tax returns which was known to one Party or concerns the tax structure its agents or tax treatment of representatives prior to receipt from the Company or its transactionsthe Company Stockholders, on the one hand, or Parent or Merger Sub, on the other hand, as applicable; (ii) such disclosure information which is or becomes generally known to any officer, director, shareholder the public without breach of this Agreement or partner an existing obligation of such Preferred Member, confidentiality; (iii) the information being disclosed is otherwise generally available acquired by a Party or their respective agents or representatives from a third party who was not bound to the public, an obligation of confidentiality; (iv) information developed by such disclosure is requested by Party independently without any governmental body, agency, official or authority having jurisdiction over such Preferred Member, reliance on the non-public information received from any other Party; (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise disclosure required by applicable Law Applicable Legal Requirement or statute stock exchange rule; or (vi) such disclosure is made consented to any Permitted Transferee in writing by Parent or Third Party Merger Sub (in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit case of the Company with terms no less protective than this Section 7.05(a). Prior Stockholders and, prior to making any disclosure described in clause (ivthe Closing, the Company) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company (in seeking any protective order the case of Parent or other appropriate arrangement as Merger Sub) prior to the Board Closing or the Stockholder Representative in the case of Managers may requestthe Company following the Closing. (b) Each None of the AIG Member and Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company hereby agrees to provideStockholders or the Company (such consents, or cause in either case, not to be providedunreasonably withheld, to the Comptroller General of the United States (the “Comptroller General”conditioned or delayed), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, except: (i) if such announcement or other paperscommunication is required by Applicable Legal Requirements, things or property that relate to assistance provided by in which case the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)disclosing Party shall, to the extent required bypermitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) internal announcements to employees of the Company; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 6.03 or this Section 6.04(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the provisions of, 31 U.S.C. § 714(d)(3Transactions required to be made under this Agreement; and (vi) (as added by section 801 communications to customers and suppliers of the Helping Families Save Their Homes Act Company for purposes of 2009seeking any consents and approvals required in connection with the Transactions. (c) The Company will afford Parent and its financial advisors, Pub. L. No. 111-22 (accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides thatproperties, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended)books, an officer or an employee records and personnel of the U.S. Government Accountability Office (Company during the “GAO”) (period prior to the Closing to obtain all information concerning the business, including the Comptroller General) status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not disclose to unreasonably interfere with the businesses or operations of the Company. Parent will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any person outside such access shall be conducted in a manner not to unreasonably interfere with the GAO information obtained in audits businesses or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board operations of Governors or a Federal Reserve bank (including the FRBNY)Parent.

Confidentiality; Access to Information. (a) Each Preferred Member SPAC and EUR acknowledge that they are parties to the Confidentiality Agreement, the terms of which are incorporated herein by reference. In the event that this Section 8.5(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any other Transaction Agreement that contemplates the disclosure, use or provision of information or otherwise, then the Confidentiality Agreement shall govern and control to the extent of such conflict. (b) Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, any other than Transaction Agreement or the FRBNY Transactions or any matter related to the foregoing, without the prior written consent of (i) EUR, in the case of a public announcement by SPAC or its Affiliates, (ii) SPAC, in the case of a public announcement by EUR or its Affiliates and (iii) EUR and SPAC, in the case of a public announcement by PubCo (such consents, in each case, not to be unreasonably withheld, conditioned or delayed), except: (A) for any announcement or other communication necessary or advisable in connection with any EUR Adverse Recommendation Change; (B) if such announcement or other communication is required by Applicable Law, in which is bound case the disclosing Party shall, to the extent permitted by that certain Nondisclosure Agreement by Applicable Law, first allow such other Parties to review such announcement or communication and among AIG have the opportunity to comment thereon and the FRBNY and dated as of September 25, 2008 disclosing Party shall consider such comments in good faith; (the “Nondisclosure Agreement”C) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement extent such announcements or who other communications are otherwise bound theretoconsistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 8.4 or this Section 8.5(b); (D) announcements and communications to Governmental Entities in connection with registrations, declarations and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter filings relating to the Company or Transactions required to be made under this Agreement; and (E) communications to employees of EUR and the Group Companies, and to customers and suppliers of EUR and the Group Companies for purposes of seeking any of its Affiliatesconsents and approvals required in connection with the Transactions, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating and then only to the Company extent such communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 8.4. (c) Subject to the Confidentiality Agreement, EUR and the Group Companies will afford SPAC and its financial advisors, accountants, counsel and other representatives who reasonably have a need to know such information reasonable access during normal business hours, upon reasonable notice, to the books, records and personnel of EUR and the Group Companies during the period prior to the Closing to obtain all information concerning the business as SPAC may reasonably request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that access shall be (i) conducted in a manner not to unreasonably interfere with the information being disclosed is in connection with such Preferred Member’s tax returns businesses or concerns the tax structure or tax treatment operations of the Company or its transactionsEUR, (ii) such disclosure is to limited as required by EUR’s policies or Applicable Law in connection with COVID-19 (including any officer, director, shareholder or partner of such Preferred Member, COVID-19 Measures) and (iii) the such access shall not include any invasive drilling or testing or with respect to information being disclosed is otherwise generally available not in EUR’s possession. Subject to the publicConfidentiality Agreement, (iv) such disclosure is requested by any governmental bodySPAC will afford EUR and its financial advisors, agencyunderwriters, official or authority having jurisdiction over such Preferred Memberaccountants, (v) such disclosurecounsel and other representatives reasonable access during normal business hours, based upon reasonable notice, to the advice books, records and personnel of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made SPAC during the period prior to any Permitted Transferee or Third Party the Closing to obtain all information concerning the business as EUR may reasonably request in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit consummation of the Company Transactions; provided, however, that any such access shall be (i) conducted in a manner not to unreasonably interfere with terms no less protective than this Section 7.05(athe businesses or operations of SPAC and (ii) limited as required by SPAC’s policies or Applicable Law in connection with COVID-19 (including any COVID-19 Measures). Prior to making Notwithstanding the foregoing, neither EUR nor SPAC, nor any disclosure described in clause (iv) of their respective Subsidiaries or (v) of this Section 7.05(a)Representatives, a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees be required to provide, or cause to be providedprovided to, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to party any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), information if and to the extent required bydoing so would (A) violate any Applicable Law to which EUR or SPAC, and as applicable, is subject, (B) result in accordance the disclosure of any trade secrets of third parties in breach of any Contract with such third-party, (C) violate any legally binding obligation of EUR or SPAC, as applicable, with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to EUR or SPAC, as applicable, under the provisions of, 31 U.S.C. § 714(d)(3) attorney-client privilege or the attorney work product doctrine (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides provided that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4case of each of clauses (A) through (as amendedD), an officer EUR and SPAC shall each use reasonable best efforts to (x) provide such access as can be provided (or an employee of otherwise convey such information regarding the U.S. Government Accountability Office applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Applicable Law and (the “GAO”y) (including the Comptroller General) may not disclose to any person outside the GAO provide such information obtained in audits a manner without violating such privilege, doctrine, Contract, obligation or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNYApplicable Law).

Confidentiality; Access to Information. (ai) Each Preferred Member Prior to the Effective Time and after any termination of this Agreement each party hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and representatives (collectively, the "Representatives"), to hold, in confidence all confidential documents and information concerning the other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG parties hereto and the FRBNY and dated as of September 25Subsidiary furnished to such party in connection with the Contemplated Transactions, 2008 (the “Nondisclosure Agreement”) including, without limitation, all analyses, compilations, studies or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound records prepared by the Nondisclosure Agreementparty receiving the information or by such party's Representatives, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company that contain or any of its Affiliates, otherwise reflect or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know are generated from such information in order to perform such responsibilities (each such Person being hereinafter collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as an “Authorized Representative”))the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (ii) The Receiving Company agrees that the Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information will be kept confidential by the Receiving Company and its Representatives; provided, however, that (1) any of such Preferred Member information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that each such Representative shall be informed by the Receiving Company of the confidential nature of such information, shall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1 in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its Representatives) and (2) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Authorized Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Material, the Receiving Company will promptly notify the Delivering Company of such request or requirement so that the Delivering Company may make seek an appropriate protective order and/or waive the Receiving Company's compliance with the provisions or this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Company or any of its Representatives is nonetheless, in the reasonable written opinion of the Receiving Company's counsel, compelled to disclose Confidential Material to any tribunal, the Receiving Company or such disclosureRepresentative, subject to applicable Law, after notice to the extent Delivering Company, may disclose such information to such tribunal. The Receiving Party shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Material so disclosed. The Receiving Company or such Representative shall not be liable for the disclosure of Confidential Material hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by the Receiving Company or any of its Representatives not permitted by this Agreement. (iiv) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment This Section 6.1(iv) shall be inoperative as to particular portions of the Company Confidential Material if such information (1) is or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise becomes generally available to the publicpublic other than as a result of a disclosure by the Receiving Company or its Representatives; (2) was available to the Receiving Company on a non- confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives or (3) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality agreement with the Delivering Company or the Delivering Company's Representatives and is not otherwise prohibited from transmitting the information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (iv1) such disclosure is requested by any governmental body, agency, official and (2) above shall not relieve the Receiving Company or authority having jurisdiction over such Preferred Member, its Representatives of the prohibitions of the confidentiality provisions of this Section 6.1(iv) with respect to the balance of the Confidential Material. (v) such disclosureIf this Agreement is terminated, based upon the advice of legal counsel of such Preferred Member or Authorized Representativeeach party hereto will, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall will use all reasonable its best efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, deliver to the Comptroller General of the United States (the “Comptroller General”)party from whom such Confidential Material was obtained, upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or all documents and other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required bymaterials, and all copies thereof, obtained by such party or on its behalf from any such other parties in accordance connection with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge this Agreement that the Helping Families Act provides that, are subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)such confidence.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG Acquiror and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder Company acknowledge that they are parties to the Nondisclosure Confidentiality Agreement, the terms of which are incorporated herein by reference. Following the Closing, the Confidentiality Agreement or who are otherwise bound thereto), and any Observer not otherwise bound shall be superseded in its entirety by the Nondisclosure provisions of this Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or if for any of its Authorized Representatives may make such disclosure, subject to applicable Law, reason this Agreement is terminated prior to the extent that Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second (2nd) anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (ii) information being disclosed is obtained or acquired by a Party or their respective agents or representatives from a third party who was not known by such Party or its agents or representatives to be bound to an obligation of confidentiality; (iii) disclosure required by Applicable Legal Requirement or stock exchange rule; or (iv) disclosure consented to in writing by (1) Acquiror (in the case of a disclosure of Acquiror information by the Sellers and, prior to the Closing, the Company), (2) the Seller Representative (in the case of disclosure of Seller information by the Acquiror and, following the Closing, the Company) or (3) the Company (in the case of a disclosure of Company information by the Sellers or, prior to the Closing, the Acquiror). Notwithstanding the foregoing or anything in this Agreement to the contrary (including Section 9.04(b) below), following the Closing, the Seller Representative shall be permitted to disclose information as required by Applicable Legal Requirement or, as required in connection with such Preferred Memberthe Seller Representative’s tax returns performance of its responsibilities under the Transaction Agreements, to employees, advisors, agents or concerns the tax structure or tax treatment consultants of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available Seller Representative and to the publicSellers, (iv) in each case who have a need to know such disclosure is requested by any governmental bodyinformation, agency, official or authority having jurisdiction over provided that such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is persons are subject to a confidentiality agreement for the benefit of the Company obligations with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may requestrespect thereto. (b) Each None of the AIG Member and Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Acquiror, or Acquiror, in the case of a public announcement by the Sellers, the Seller Representative or the Company hereby agrees to provide(such consents, or cause in either case, not to be providedunreasonably withheld, to the Comptroller General of the United States (the “Comptroller General”conditioned or delayed), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, except: (i) if such announcement or other paperscommunication is required by Applicable Legal Requirements, things or property that relate to assistance provided by in which case the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343)disclosing Party shall, to the extent required bypermitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of an announcement or communication by the Company, the Sellers or the Seller Representative, Acquiror and its respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) internal announcements to employees of the Group Companies; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 9.03 or this Section 9.04(b) to the provisions ofextent still accurate; and (v) announcements and communications to Governmental Entities in connection with registrations, 31 U.S.C. § 714(d)(3declarations and filings relating to the Transactions required to be made under this Agreement. (c) (as added Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Group Companies by section 801 third parties that may be in any Group Company’s possession from time to time, and except for any information which in the judgment of legal counsel of the Helping Families Save Their Homes Act Company would result in the loss of 2009attorney-client privilege or other privilege from disclosure or would conflict with any Applicable Legal Requirement, Pub. L. No. 111-22 (Contract or confidentiality obligations to which any Group Company is bound, the “Helping Families Act”))Company will afford Acquiror and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable written notice, to the properties, books, records and management personnel of the Group Companies during the period prior to the Closing to obtain information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as Acquiror may reasonably request in writing in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Group Companies. The parties hereby acknowledge that Company and Acquiror shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the Helping Families Act provides that, restrictions in the preceding sentence apply. All information obtained by Acquiror and its representatives under this Agreement shall be subject to certain exceptions enumerated the Confidentiality Agreement, mutatis mutandis, prior to the Closing. (d) Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Acquiror by third parties that may be in 31 U.S.C. § 714(c)(4Acquiror’s possession from time to time, and except for any information which in the judgment of legal counsel of Acquiror would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any Applicable Legal Requirement, Contract or confidentiality obligations to which Acquiror is bound, Acquiror will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable written notice, to the properties, books, records and management personnel of Acquiror during the period prior to the Closing to obtain information concerning the business, including properties, results of operations and personnel of Acquiror, as the Company may reasonably request in writing in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Acquiror. The Company and Acquiror shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. All information obtained by Company and its representatives under this Agreement shall be subject to the terms of the Confidentiality Agreement, mutatis mutandis, prior to the Closing. (e) Each Party acknowledges and agrees that each is aware, and each of their respective Affiliates and representatives is aware (as amendedor upon receipt of any material nonpublic information of the other Party, will be advised), an officer or an employee of the U.S. Government Accountability Office restrictions imposed by the United States federal securities Legal Requirements and other Applicable Legal Requirements on Persons possessing material nonpublic information about a public company. Each Party (other than the “GAO”Seller Representative) hereby agrees, that during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, except in connection with or support of the Transactions, while any of them are in possession of such material nonpublic information, none of such Persons shall, directly or indirectly (including the Comptroller General) may not disclose through its Affiliates or otherwise), acquire, offer or propose to acquire, agree to acquire, sell or transfer or offer or propose to sell or transfer any securities of Acquiror, communicate such information to any person outside other Person or cause or encourage any Person to do any of the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)foregoing.

Confidentiality; Access to Information. (ai) Each Preferred Member Prior to the Effective Time and after any termination of this Agreement each party hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and representatives (collectively, the "Representatives"), to hold, in confidence all confidential documents and information concerning the other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG parties hereto and the FRBNY and dated as of September 25Subsidiary furnished to such party in connection with the transactions contemplated by this Agreement, 2008 (the “Nondisclosure Agreement”) including, without limitation, all analyses, compilations, studies or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound records prepared by the Nondisclosure Agreementparty receiving the information or by such party's Representatives, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company that contain or any of its Affiliates, otherwise reflect or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know are generated from such information in order to perform such responsibilities (each such Person being hereinafter collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as an “Authorized Representative”))the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (ii) The Receiving Company agrees that the Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information will be kept confidential by the Receiving Company and its Representatives; provided, however, that (1) any of such Preferred Member information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that (a) each such Representative shall be informed by the Receiving Company of the confidential nature of such information, shall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1.C. and (b) in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its Representatives) and (2) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Authorized Representatives may make such disclosureis requested or required (by oral question or request for information or documents in legal proceedings, subject interrogatories, subpoena, (iv) This Section 6.1.C. shall be inoperative as to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment particular portions of the Company Confidential Material if such information (1) is or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise becomes generally available to the publicpublic other than as a result of a disclosure by the Receiving Company or its Representatives; (2) was available to the Receiving Company on a non-confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives or (3) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality agreement with the Delivering Company or the Delivering Company's Representatives and is not otherwise prohibited from transmitting the information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (iv1) such disclosure is requested by any governmental body, agency, official through (2) above shall not relieve the Receiving Company or authority having jurisdiction over such Preferred Member, its Representatives of the prohibitions of the confidentiality provisions of this Section 6.1. with respect to the balance of the Confidential Material. (v) such disclosureIf this Agreement is terminated, based upon the advice of legal counsel of such Preferred Member or Authorized Representativeeach party hereto will, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall will use all reasonable its best efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, deliver to the Comptroller General of the United States (the “Comptroller General”)party from whom such Confidential Material was obtained, upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or all documents and other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required bymaterials, and all copies thereof, obtained by such party or on its behalf from any such other parties in accordance connection with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge this Agreement that the Helping Families Act provides that, are subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)such confidence.

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG SPAC and the FRBNY and dated as Company acknowledge that they are parties to the Confidentiality Agreement, the terms of September 25, 2008 (which are incorporated herein by reference. In the “Nondisclosure Agreement”event that this Section 6.5(a) or the Confidentiality Agreement conflicts with any Permitted Transferee other covenant or agreement contained herein or any other Transaction Agreement that contemplates the disclosure, use or provision of information or otherwise, then the Confidentiality Agreement shall govern and control to the extent of such conflict. (b) Notwithstanding the foregoing, none of the FRBNY and Parties will make any Observers who executed a joinder public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the Nondisclosure Agreement foregoing, without the prior written consent of the Company, in the case of a public announcement by SPAC or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs SPAC, in the case of a public announcement by the Company or its Affiliates (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) for routine disclosures to Governmental Entities made by the Company in the ordinary course of business; (ii) if such announcement or other than disclosure communication is required by Applicable Law, in which case the disclosing Party shall, to the extent permitted by Applicable Law, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (iii) if such announcement or other communication is made in connection with SPAC or the Company’s fundraising or other investment related activities, in each case, in connection with the Transactions, and is made to such Preferred MemberPerson’s advisors responsible for matters direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality to the disclosing Party; (iv) to the extent such announcements or other communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 6.4 or this Section 6.5(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (vi) communications to employees of the Group Companies, and to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions, and then only to the extent such communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 6.4. (c) Subject to the Confidentiality Agreement, the Company will afford SPAC and its financial advisors, accountants, counsel and other representatives who reasonably have a need to know such information reasonable access during normal business hours, upon reasonable notice, to the books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as SPAC may reasonably request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member access shall be (i) conducted in a manner not to unreasonably interfere with the businesses or any operations of the Company and (ii) limited as required by the Company’s policies or Applicable Law in connection with COVID-19 (including the COVID-19 Measures). Subject to the Confidentiality Agreement, SPAC will afford the Company and its Authorized Representatives may make such disclosurefinancial advisors, subject to applicable Lawunderwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent books, records and personnel of SPAC during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of SPAC, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be (i) conducted in a manner not to unreasonably interfere with the information being disclosed is businesses or operations of SPAC and (ii) limited as required by SPAC’s policies or Applicable Law in connection with such Preferred Member’s tax returns or concerns COVID-19 (including the tax structure or tax treatment of COVID-19 Measures). Notwithstanding the foregoing, neither the Company nor SPAC, nor any of their respective Subsidiaries or its transactionsRepresentatives, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise shall be required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be providedprovided to, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to party any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), information if and to the extent required bydoing so would (A) violate any Applicable Law to which the Company or SPAC, and as applicable, is subject, (B) result in accordance the disclosure of any trade secrets of third parties in breach of any Contract with the provisions ofsuch third-party, 31 U.S.C. § 714(d)(3(C) (as added by section 801 violate any legally binding obligation of the Helping Families Save Their Homes Act of 2009Company or SPAC, Pub. L. No. 111as applicable, with respect to confidentiality, non-22 disclosure or privacy or (D) jeopardize protections afforded to the “Helping Families Act”)). The parties hereby acknowledge that Company or SPAC, as applicable, under the Helping Families Act provides attorney-client privilege or the attorney work product doctrine (provided that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4case of each of clauses (A) through (as amendedD), an officer the Company and SPAC shall each use reasonable best efforts to (x) provide such access as can be provided (or an employee of otherwise convey such information regarding the U.S. Government Accountability Office applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Applicable Law and (the “GAO”y) (including the Comptroller General) may not disclose to any person outside the GAO provide such information obtained in audits a manner without violating such privilege, doctrine, Contract, obligation or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNYApplicable Law).

Confidentiality; Access to Information. (ai) Each Preferred Member Prior to the Effective Time and after any termination of this Agreement each party hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and representatives (collectively, the "Representatives"), to hold, in confidence all confidential documents and information concerning the other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG parties hereto and the FRBNY and dated as of September 25Subsidiary furnished to such party in connection with the transactions contemplated by this Agreement, 2008 (the “Nondisclosure Agreement”) including, without limitation, all analyses, compilations, studies or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound records prepared by the Nondisclosure Agreementparty receiving the information or by such party's Representatives, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company that contain or any of its Affiliates, otherwise reflect or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know are generated from such information in order to perform such responsibilities (each such Person being hereinafter collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as an “Authorized Representative”))the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (ii) The Receiving Company agrees that the Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information will be kept confidential by the Receiving Company and its Representatives; provided, however, that (1) any of such Preferred Member information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that (a) each such Representative shall be informed by the Receiving Company of the confidential nature of such information, shall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1.C. and (b) in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its Representatives) and (2) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Authorized Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Material, the Receiving Company will promptly notify the Delivering Company of such request or requirement so that the Delivering Company may make seek an appropriate protective order and/or waive the Receiving Company's compliance with the provisions or this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Company or any of its Representatives is nonetheless, in the reasonable written opinion of the Receiving Company's counsel, compelled to disclose Confidential Material to any tribunal, the Receiving Company or such disclosureRepresentative, subject to applicable Law, after notice to the extent Delivering Company, may disclose such information to such tribunal. The Receiving Party shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Material so disclosed. The Receiving Company or such Representative shall not be liable for the disclosure of Confidential Material hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by the Receiving Company or any of its Representatives not permitted by this Agreement. (iiv) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment This Section 6.1.C. shall be inoperative as to particular portions of the Company Confidential Material if such information (1) is or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise becomes generally available to the publicpublic other than as a result of a disclosure by the Receiving Company or its Representatives; (2) was available to the Receiving Company on a non-confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives or (3) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality agreement with the Delivering Company or the Delivering Company's Representatives and is not otherwise prohibited from transmitting the information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (iv1) such disclosure is requested by any governmental body, agency, official through (2) above shall not relieve the Receiving Company or authority having jurisdiction over such Preferred Member, its Representatives of the prohibitions of the confidentiality provisions of this Section 6.1. with respect to the balance of the Confidential Material. (v) such disclosureIf this Agreement is terminated, based upon the advice of legal counsel of such Preferred Member or Authorized Representativeeach party hereto will, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall will use all reasonable its best efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, deliver to the Comptroller General of the United States (the “Comptroller General”)party from whom such Confidential Material was obtained, upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or all documents and other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required bymaterials, and all copies thereof, obtained by such party or on its behalf from any such other parties in accordance connection with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge this Agreement that the Helping Families Act provides that, are subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY)such confidence.

Confidentiality; Access to Information. (a) Each Preferred Member Parent and the Company acknowledge that they are parties to the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company, on the one hand, or Parent or Merger Sub, on the other than the FRBNY hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by that certain Nondisclosure Agreement such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by and among AIG and Applicable Legal Requirement or stock exchange rule; or (vi) prior to the FRBNY and dated as Closing, disclosure consented to in writing by Parent or Merger Sub (in the case of September 25, 2008 (the “Nondisclosure Agreement”Company) or any Permitted Transferee the Company (in the case of Parent or Merger Sub). (b) None of the FRBNY and Parties will make any Observers who executed a joinder public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the Nondisclosure Agreement or who are otherwise bound thereto)foregoing, and any Observer not otherwise bound without the prior written consent of the Company, in the case of a public announcement by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company Parent or any of its Affiliates, or Parent, in the case of a public announcement by the Company Stockholders or the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective affairs (Affiliates, if such announcement or other than disclosure communication is made in connection with fundraising or other investment related activities and is made to such Preferred MemberPerson’s advisors responsible for matters direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) internal announcements to employees of the Group Companies; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 7.03 or this Section 7.04(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (vi) communications to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions. (c) The Company will afford Parent and who its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably need to know such information request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member access shall be conducted in a manner not to unreasonably interfere with the businesses or any operations of the Company. Parent will afford the Company and its Authorized Representatives may make such disclosurefinancial advisors, subject to applicable Lawunderwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Parent. Notwithstanding anything to the contrary, the Parties shall not be required to take any action, provide any access or furnish any information that such Party in good faith reasonably believes would be reasonably likely to (i) the information being disclosed is in connection with such Preferred Member’s tax returns cause or concerns the tax structure or tax treatment constitute a waiver of the Company attorney-client or its transactions, other privilege or (ii) violate any Contract to which such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject a party or bound, provided, that the Parties agree to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described cooperate in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure good faith and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all commercially reasonable efforts to cause each of its Authorized Representatives make alternative arrangements to comply with allow for such access or furnishings in a manner that does not result in the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described events set out in clause clauses (ivi) or and (vii) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY).

Confidentiality; Access to Information. (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG SPAC and the FRBNY and dated as Company acknowledge that they are parties to the Confidentiality Agreement, the terms of September 25, 2008 (which are incorporated herein by reference. In the “Nondisclosure Agreement”event that this Section 6.05(a) or the Confidentiality Agreement conflicts with any Permitted Transferee other covenant or agreement contained herein or any other Transaction Agreement that contemplates the disclosure, use or provision of information or otherwise, then the Confidentiality Agreement shall govern and control to the extent of such conflict. (b) Notwithstanding the foregoing, none of the FRBNY and Parties will make any Observers who executed a joinder public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the Nondisclosure Agreement foregoing, without the prior written consent of the Company, in the case of a public announcement by SPAC or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs SPAC, in the case of a public announcement by the Company or its Affiliates (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other than disclosure communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) if such announcement or other communication is made in connection with SPAC or the Company’s fundraising or other investment related activities, in each case, in connection with the Transactions, and is made to such Preferred MemberPerson’s advisors responsible for matters direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality to the disclosing Party; (iii) to the extent such announcements or other communications are consistent with information previously disclosed in a public statement, press release or other communication previously approved or made in accordance with Section 6.04 or this Section 6.05(b); (iv) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (v) communications to employees of the Group Companies, and to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions. (c) Subject to the Confidentiality Agreement, the Company will afford SPAC and its financial advisors, accountants, counsel and other representatives who reasonably have a need to know such information reasonable access during normal business hours, upon reasonable notice, to the books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as SPAC may reasonably request in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”))connection with the consummation of the Transactions; provided, however, that any such Preferred Member access shall be (i) conducted in a manner not to unreasonably interfere with the businesses or any operations of the Company and (ii) limited as required by the Company’s policies or Applicable Legal Requirements in connection with COVID-19 (including the COVID-19 Measures). Subject to the Confidentiality Agreement, SPAC will afford the Company and its Authorized Representatives may make such disclosurefinancial advisors, subject to applicable Lawunderwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent books, records and personnel of SPAC during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of SPAC, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be (i) conducted in a manner not to unreasonably interfere with the information being disclosed is businesses or operations of SPAC and (ii) limited as required by SPAC’s policies or Applicable Legal Requirements in connection with such Preferred Member’s tax returns or concerns COVID-19 (including the tax structure or tax treatment of COVID-19 Measures). Notwithstanding the foregoing, neither the Company nor SPAC, nor any of their respective Subsidiaries or its transactionsRepresentatives, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise shall be required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be providedprovided to, to the Comptroller General of the United States other party any information (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”i) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), if and to the extent required bydoing so would (A) violate any Applicable Legal Requirement to which the Company or SPAC, and as applicable, is subject, (B) result in accordance the disclosure of any trade secrets of third parties in breach of any Contract with the provisions ofsuch third-party, 31 U.S.C. § 714(d)(3(C) (as added by section 801 violate any legally binding obligation of the Helping Families Save Their Homes Act of 2009Company or SPAC, Pub. L. No. 111as applicable, with respect to confidentiality, non-22 disclosure or privacy or (D) jeopardize protections afforded to the “Helping Families Act”)). The parties hereby acknowledge that Company or SPAC, as applicable, under the Helping Families Act provides attorney-client privilege or the attorney work product doctrine (provided that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4case of each of clauses (A) through (as amendedD), an officer the Company and SPAC shall each use reasonable best efforts to (x) provide such access as can be provided (or an employee of otherwise convey such information regarding the U.S. Government Accountability Office applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Applicable Legal Requirement and (the “GAO”y) (including the Comptroller General) may not disclose to any person outside the GAO provide such information obtained in audits a manner without violating such privilege, doctrine, Contract, obligation or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNYApplicable Legal Requirement).