Common use of Confidentiality; Access to Information Clause in Contracts

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent terms of the Confidentiality Agreement dated May 14, 2007 between Cerberus Capital Management, L.P. and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (the “Confidentiality Agreement”)) are hereby incorporated herein by reference, shall apply to Buyer’s Representatives and shall continue in full force and effect until the Closing Date, at which time the Confidentiality Agreement will and the obligations of Buyer under this Section 6.4 shall terminate. If this Agreement is, for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. (b) Following execution of this Agreement, and each of Parent upon reasonable notice, the Company and the Company will holdSubsidiary shall afford to officers, employees, counsel, accountants, prospective financing sources, and will cause their respective directorsother authorized representatives of Buyer (“Representatives”), full, open, continuing and reasonable access, upon reasonable notice throughout the period prior to the Closing Date, to its (i) equipment, personal and intangible properties, facilities and real properties, (ii) accounting files, financial and operating data, budgets, projections and plans, (iii) regulatory and other government filings, (iv) employment records, policies and files, (v) material contracts, agreements and undertakings, (vi) environmental filings and tax returns, (vii) reports, schedules, books and records, and (viii) other information relevant to the Company’s and the Company Subsidiary’s business, including without limitation any Actions against the Company or the Company Subsidiary, (collectively, the “Information”); and, during such period, the Company and the Company Subsidiary shall furnish or make available reasonably promptly to such Representatives copies of all such Information (in addition to the information and materials which Buyer has previously received) as may reasonably be requested, including but not limited to a copy of each report, schedule or other document filed with or received by the Company or the Company Subsidiary from any Governmental Authority at any time prior to the Closing. The Company and the Company Subsidiary shall make reasonably available all of its officers, employees, agents or advisors to Buyer’s Representatives for purposes of reviewing, providing, discussing, or describing any of the Information or otherwise keeping Buyer and advisors (including attorneys, accountants, consultants, bankersits Representatives apprised with respect to, and financial advisors) responding to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountantsBuyer’s inquiries regarding, counsel, advisors and other representatives reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent ’s and the Company on or prior Subsidiary’s business. Buyer agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section for any purpose unrelated to the date hereof). Except for disclosures expressly permitted by the terms consummation of the Confidentiality transactions contemplated by this Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) . No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.3 will 6.4 shall affect or be deemed to modify any representation or warranty contained herein in this Agreement or the conditions to the obligations of the parties to consummate the Transactionstransactions contemplated thereby.

Confidentiality; Access to Information. (a) The parties acknowledge BCP acknowledges that Parent the information being provided to it by Northrop Grumman and TRW is subject to the Company have previously executed terms of a mutual confidentiality agreementagreement dated August 6, dated as of June 222002 between Blackstone Management Associates III L.L.C., 2006 Carlyle Partners III, L.P. and Northrop Grumman (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with terminate; provided, however, that BCP acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality Agreement) confidential in accordance Agreement will terminate only with respect to information relating solely to the Automotive Business; and provided, further, that BCP acknowledges that any and all other information provided to it by Northrop Grumman or TRW or their respective representatives concerning Northrop Grumman or TRW or their respective Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the date of the Closing. (b) The Company Prior to the Closing Date, Northrop Grumman shall: (i) afford Parent , and shall use its accountantsreasonable best efforts, counsel, advisors and other representatives reasonable access, upon reasonable noticeso far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the properties (Northrop/TRW Closing, Northrop Grumman and TRW each shall, provide BCP, through its Affiliates, officers, employees and representatives, including for the purpose representatives of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel any Persons providing financing to any of the Company during BCP Entities in connection with the period prior transactions contemplated hereby, the opportunity to make such investigation of the Effective Time to obtain all information concerning the businessmanagement, including the status of product development effortsemployees, properties, financial positions, results of businesses and operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries Subsidiaries, and such examination of the books, records and financial condition of the Company and its Subsidiaries, as Parent may from time it reasonably requests and to time reasonably request, except for information covered make extracts and copies of such books and records. Any Confidential Information provided pursuant to this Section 7.1(b) will be kept confidential by attorney-client privilege or BCP and will be subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent applicable Law and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, . Any such investigation and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreementexamination will be conducted during regular business hours and under reasonable circumstances after appropriate advance notice. (c) No information or knowledge obtained by Parent pursuant Prior to this Section 5.3 will affect or be the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, (i) hold, and use reasonable best efforts to cause their respective Affiliates, consultants, advisors, agents and representatives to hold, in strict confidence to the same extent as provided for in the Confidentiality Agreement as if Northrop Grumman and its Affiliates were deemed to modify any representation be bound by reciprocal confidentiality obligations, all confidential or warranty contained herein or the conditions trade secret information relating to the obligations Automotive Business, (ii) not use such confidential or trade secret information to the detriment of the parties Automotive Business and (iii) shall assign its rights under any confidentiality agreement relating to consummate the TransactionsAutomotive Business with a third party to the Company.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent the information being made available to them by Chemtura, the other Sellers and their respective Affiliates (or their respective agents or representatives) is subject to the Company have previously executed terms of a mutual confidentiality agreementagreement dated November 14, dated as of June 22, 2006 2013 by and between Platform Specialty Products Corporation and Chemtura (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue in full force terminate with respect to information relating to the Business; provided that Purchaser acknowledges that any and effect in accordance all other information provided or made available to it or its representatives concerning Chemtura and its Affiliates will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing and that the standstill obligations with its terms, and each of Parent respect to Chemtura and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information non-solicitation obligations with respect to the business, operations and properties employees of the Company Chemtura and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorneyAffiliates other than Transferred U.S. Employees and Transferred Non-client privilege or subject to confidentiality (which information U.S. Employees shall be treated survive the Closing in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement. (b) From the date hereof until the Closing Date or earlier termination of this Agreement, Parent shall holdto the extent permitted by Law, Chemtura shall, and shall cause the other Sellers and the Transferred Entities to, provide Purchaser and its representatives with such reasonable access to holdthe facilities of the Business, all information received from its principal personnel, the Companybooks and records pertaining to the Business as Purchaser may reasonably request in writing in order to effectuate the transactions contemplated hereby, directly without charge to Purchaser (but otherwise at Purchaser’s expense), provided that (i) certain materials subject to confidentiality obligations or indirectlyattorney client privilege, in confidence in accordance or which may not be shared with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent other party pursuant to this Section 5.3 applicable Law, have not been and will affect not be so delivered or made available to Purchaser or its representatives, (ii) neither Purchaser nor any of its representatives shall conduct any invasive investigation, testing or sampling of any environmental media, and (iii) Purchaser agrees that such access will be deemed to modify any representation or warranty contained herein or requested in writing with reasonable advance notice and exercised during normal business hours and without causing unreasonable interference with the conditions to the obligations operations of the parties to consummate Business. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the TransactionsBusiness without Chemtura’s prior written consent.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent the information being Made Available to it by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) is subject to the Company have previously executed terms of a mutual confidentiality agreementagreement dated April 25, dated as of June 222007, 2006 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 Agreement will continue in full force and effect in accordance with terminate; provided, however, that Purchaser hereby acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality AgreementAgreement will terminate only with respect to information relating to the Business; and that Purchaser acknowledges that any and all other information provided or Made Available to it by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) confidential in accordance with concerning Honeywell and its Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the Closing. (b) The Company From the date hereof until the Closing Date or earlier termination of this Agreement, to the extent permitted by Law, Sellers shall, and shall cause the Transferred Entities to: (i) afford Parent provide Purchaser and its accountants, counsel, advisors officers and other representatives reasonable access, upon reasonable notice, and employees with such access to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel facilities of the Company during the period prior Business and its principal personnel and such books and records pertaining to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, Business as Parent Purchaser may reasonably request in writing (it being understood including the right to make, at Purchaser’s expense, photocopies) in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, that Parent shall use all reasonable efforts certain materials subject to conduct any confidentiality obligations or attorney client privilege have not been and will not be so delivered, and provided further that Purchaser agrees that such access will be requested in writing and exercised during normal business hours)hours and without causing unreasonable interference with the operations of the Business, and (ii) furnish Parent on a timely basis with to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information with respect to regarding the businessassets, operations properties, liabilities and properties goodwill of the Company and its subsidiaries Business (or legible copies thereof) as Parent Purchaser may from time to time reasonably request. Purchaser shall not contact any suppliers, except for information covered by attorney-client privilege customers, landlords and other business relations or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms employees of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality AgreementBusiness without Honeywell’s prior written consent. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and Except as expressly modified herein, the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (the “Confidentiality Agreement”), which Confidentiality Agreement will shall continue in full force and effect in accordance with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The During the Pre-Closing Period, notwithstanding anything in the Confidentiality Agreement to the contrary, the Company shall: shall (iand shall cause each of its Subsidiaries to) afford to the Parent and its accountantsthe Parent’s Representatives, counsel, advisors and other representatives reasonable access, upon reasonable notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to the properties all of its employees (including for the purpose of performing such environmental tests and due diligence review as Parent may desiresubject to this Section 6.3(b)), properties, books, contracts and records and personnel of as the Parent shall reasonably request, and, during such period, the Company during the period prior shall (and shall cause each of its Subsidiaries to) furnish promptly to the Effective Time Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to obtain all information concerning the business, including the status requirements of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), federal or state securities laws and (ii) furnish Parent on a timely basis with such financial and operating data and all other information with respect concerning its employees (subject to this Section 6.3(b)), business, properties and assets as the Parent may reasonably request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) to the businessextent related to an Acquisition Proposal or a Trigger Event (except as otherwise required by the terms of this Agreement), operations and properties or (B) that in the reasonable judgment of the Company and its subsidiaries as Parent may from time to time reasonably request(after consultation with outside legal counsel) would: (1) violate any legal requirement or contract (including confidentiality provisions thereof), except for information covered by or (2) jeopardize protections afforded the Company under the attorney-client privilege or subject the attorney work product doctrine (so long as in connection with this clause (B) the Company has used commercially reasonable efforts to confidentiality make appropriate substitute arrangements to permit reasonable disclosure, to the extent permitted by applicable law and practicable under the circumstances); provided further, that the Company shall not be required to provide access to its employees (which other than senior management) other than pursuant to a reasonable integration plan that has been agreed in good faith by the Company and the Parent or as otherwise reasonably approved by the Company; provided further that the Company shall only be required to provide access to its senior management (other than the Chief Executive Officer of the Company) following reasonable advance notice from Parent to the Chief Executive Officer of the Company. Any such information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior subject to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement. Notwithstanding anything in the Confidentiality Agreement to the contrary, during the Pre-Closing Period, subject to compliance with applicable law, Parent and its Representatives shall holdbe permitted to contact or communicate with any of the licensors, and customers or suppliers of the Company or any of its Subsidiaries after providing notice to the Company it being understood that nothing herein shall cause its representatives restrict Parent’s ability to hold, all information received from the Company, directly contact or indirectly, in confidence in accordance interact with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent pursuant any such persons for reasons other than related to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or Agreement and the conditions to the obligations of the parties to consummate the Transactionstransactions contemplated hereby.

Confidentiality; Access to Information. (ai) The parties acknowledge that Parent Prior to the Effective Time and the Company have previously executed a mutual confidentiality agreement, dated as after any termination of June 22, 2006 (the “Confidentiality Agreement”), which Confidentiality this Agreement will continue in full force and effect in accordance with its terms, and each of Parent and the Company party hereto will hold, and will use its best efforts to cause their respective its officers, directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountants, counsel, advisors consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and other representatives reasonable access(collectively, upon reasonable noticethe "Representatives"), to hold, in confidence all confidential documents and information concerning the properties other parties hereto and the Subsidiary furnished to such party in connection with the transactions contemplated by this Agreement, including, without limitation, all analyses, compilations, studies or records prepared by the party receiving the information or by such party's Representatives, that contain or otherwise reflect or are generated from such information (including collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as 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 performing the transaction contemplated by this Agreement, and that such environmental tests information will be kept confidential by the Receiving Company and due diligence review as Parent its Representatives; provided, however, that (i) any of such information may desire), books, records and personnel of the Company during the period prior be disclosed to the Effective Time Representatives who need to obtain all know such information concerning for the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request purpose described above (it being understood that Parent (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 all reasonable efforts it other than for the purpose described above and shall agree to conduct such access during normal business hoursbe 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 (ii) furnish Parent 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 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 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 Representative, after notice to the 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. (iv) This Section 6.1.C shall be inoperative as to particular portions of the Confidential Material if such information (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Company or its Representatives, (ii) was available to the Receiving Company on a timely non-confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives, or (iii) 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 such financial the Delivering Company or the Delivering Company's Representatives and operating data and other 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 (i) through (iii) above shall not relieve the Receiving Company or its Representatives of the prohibitions of the confidentiality provisions of this Section 9.8 with respect to the business, operations and properties balance of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality AgreementConfidential Material. (cv) No information If this Agreement is terminated, each party hereto will, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or knowledge deliver to the party from whom such Confidential Material was obtained, upon request, all documents and other materials, and all copies thereof, obtained by Parent pursuant such party or on its behalf from any such other parties in connection with this Agreement that are subject to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactionssuch confidence.

Confidentiality; Access to Information. A. All information, including formulas, patterns, compilations, programs, devices, methods, techniques or processes, know-how, trade secrets, proprietary information, financial information, employment information or other information furnished by the Parent or the Merger Subsidiary to NEC VT or the Company or by NEC VT or the Company to the Parent or the Merger Subsidiary or by or to their respective Representatives pursuant to or in connection with this Agreement shall be treated as the sole property of the party providing the same. The party disclosing Confidential Information and its Representatives are referred to as the "Disclosing Party" and the party receiving Confidential Information and its Representatives are referred to as the "Recipient". If this Agreement is terminated for any reason, the Recipient shall, or shall cause its Representatives to, return to the Disclosing Party all documents or other materials contained Confidential Information furnished by the Disclosing Party within ten days of the Termination Date. The Recipient shall, and shall cause its Representatives to, keep confidential all of such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for two (a2) years from the signing of this Agreement. The parties acknowledge Recipient shall not have any obligation to treat as confidential (or cause its Representatives to treat as confidential) information which the Recipient can demonstrate was already properly in its or any of its employees' possession prior to the disclosure of such information by the Disclosing Party or its Representatives, was then generally known or available to the public, or thereafter becomes known or available to the public through no intentional wrongdoing on the part of the Recipient or its Representatives or was disclosed to the Recipient by a third party bound by no obligation of confidentiality to the Disclosing Party. B. In the event that the Recipient becomes legally compelled to disclose all or any portion of the Confidential Information, the Recipient will, or shall cause its Representative to, provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Recipient or its Representatives will furnish only that portion of the Confidential Information that is legally required and the Recipient will, or shall cause its Representative to, exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be afforded such portion of the Confidential Information. C. The Company will afford to the Parent and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in Parent's Representatives full force and effect in accordance with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company access during normal business hours throughout the period prior to the Effective Time Closing Date to obtain all of its properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period shall furnish promptly upon request all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of relating to the Company, as that the Parent may or any Representatives reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreementrequires. (c) D. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 6.1 shall affect or be deemed to modify any representation or warranty contained herein in which Agreement of any Party hereto or the conditions any condition to the obligations of the parties to consummate the TransactionsParties hereto.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent the information being Made Available to it by Honeywell and its Subsidiaries (or their respective agents or representatives) is subject to the Company have previously executed terms of a mutual confidentiality agreementagreement dated July 28, dated as of June 220000 xxxxxxx Xxxx Xxxxxxx NY, 2006 LLC and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with terminate; provided, however, that Purchaser hereby acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality AgreementAgreement will terminate only with respect to information relating to the businesses of the Companies and their Subsidiaries; and that Purchaser acknowledges that any and all other information provided or Made Available to it by Honeywell and its Subsidiaries (or their respective agents or representatives) confidential in accordance with concerning Honeywell and its Subsidiaries (other than the Companies and their Subsidiaries) will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the Closing. (b) The Company shall: (i) afford Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, Subject to the properties limitations set forth in Section 5.4(b) of the Disclosure Schedule, between the date hereof and the Closing Date, Honeywell and the Sellers shall, subject to compliance with applicable Laws and any Contracts to which Honeywell or any of its Subsidiaries (including for the purpose Companies and their Subsidiaries) is a party, provide Purchaser access and the opportunity to make such investigation of performing such environmental tests the management, employees, representatives (including outside attorneys and due diligence review as Parent may desireaccountants), properties, businesses and operations of the Companies and their Subsidiaries, and such examination of the books, records and personnel other documents and the financial condition of the Company during the period prior Companies and their Subsidiaries, as it reasonably requests; provided, however, that neither Honeywell nor any of its Subsidiaries shall be required to disclose to Purchaser or any agent or representative thereof any information to the Effective Time extent they are advised by counsel that doing so would reasonably be expected to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel result in a loss of the Companyability to successfully assert a claim of privilege (including without limitation, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege and work product privileges), unless Purchaser agrees to enter into a valid joint defense agreement or similar arrangement to preserve such privilege. Any confidential information provided pursuant to this Section 5.4(b) shall be kept confidential by Purchaser and will be subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by applicable Law, the terms of the Confidentiality Agreement, Parent shall hold, Agreement and shall cause its representatives Section 5.4(a). Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to hold, all information received from the Company, directly or indirectly, in confidence in accordance unreasonably interfere with the Confidentiality Agreementconduct of the FTCP Business. No investigation pursuant to this Section 5.4(b) shall affect any representation or warranty by Honeywell or the Sellers in this Agreement or any condition to the obligations of Purchaser hereunder. (c) No information or knowledge obtained by Parent pursuant From and after the date hereof until the Closing, Honeywell shall deliver to this Section 5.3 will affect or be deemed Purchaser as soon as practicable after they become available and concurrently with delivery to modify any representation or warranty contained herein or Honeywell a profit and loss statement, cash flow statement and statement of net assets for each month ending after the conditions to the obligations date of the parties to consummate FTCP Interim Financial Statements, prepared from the Transactionsbooks and records of the Companies and their Subsidiaries, as are customarily prepared in the ordinary course of business consistent with past practice of the Companies and their Subsidiaries.

Confidentiality; Access to Information. (a) The parties acknowledge Each of the Purchasers acknowledges that Parent the information made available to it by the Sellers and their respective Affiliates (or their respective agents or representatives) is subject to the Company have previously executed a mutual confidentiality agreementterms of that certain Confidentiality and Standstill Agreement, dated as of June 22September 18, 2006 2012, by and between York Special Opportunities Fund, L.P. and Parent (the “Confidentiality Agreement”). Effective upon, which and only upon, the Closing, the confidentiality and non-disclosure provisions of the Confidentiality Agreement will continue in full force and effect in accordance terminate with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) respect to hold any Information “Evaluation Material” (as defined in the Confidentiality Agreement) confidential relating to the Companies, their Subsidiaries and/or the Business and no party thereto (nor any of their respective successors in interest) shall have any further rights, duties, liabilities or obligations of any nature whatsoever with respect thereto; provided, however, that each of the Purchasers hereby further acknowledges and agrees that its confidentiality and non-disclosure obligations in the Confidentiality Agreement will terminate only with respect to such “Evaluation Material” relating to the Companies, their Subsidiaries and/or the Business and that any and all other “Evaluation Material” provided or made available to it by the Sellers or their respective Affiliates (or their respective agents or representatives) concerning the Sellers or their respective Affiliates (other than the Companies, their Subsidiaries and/or the Business) shall remain subject to the terms and conditions of the Confidentiality Agreement, which shall remain in effect in accordance with its terms to the terms thereofextent not modified by this Section 5.4(a). (b) The Company Between the date hereof and the Closing, the Sellers shall: (i) afford Parent , subject to compliance with applicable Laws and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, any Contracts to which the properties Sellers or any of their respective Affiliates (including for the purpose Companies and their Subsidiaries) is a party, provide the Purchasers access and the opportunity to make such investigation of performing the management, employees, properties, businesses and operations of the Companies and their Subsidiaries, and such environmental tests and due diligence review as Parent may desire), examination of the books, records and personnel financial condition of the Company during Companies and their Subsidiaries, as they reasonably request; provided, however, that neither the period prior Sellers nor any of their Affiliates shall be required to disclose to the Effective Time Purchasers or any agent or Representative of the Purchasers any information if they believe in good faith (after consultation with knowledgeable counsel) that doing so could result in a loss of the ability to obtain all information concerning the business, successfully assert a claim of privilege (including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege and work product privileges) or subject such disclosure would violate any applicable Law or contractual requirement. Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to confidentiality (which information shall be treated in accordance unreasonably interfere with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms conduct of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) Business. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 5.4(b) shall affect or be deemed to modify any representation or warranty contained herein of any of the Sellers in this Agreement or the conditions any condition to the obligations of the parties to consummate the Transactionseither Purchaser hereunder.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (Companies acknowledge that they are parties to the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Following the date of this Agreement, the Confidentiality Agreement will 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 Closing Date 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 each 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 Companies or the Unitholders of the Companies, on the one hand, or Parent and or the Company will holdMerger Subs, and will cause on the other 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 directors, officers, employees, agents and advisors or representatives from a third party who was not bound to an obligation of confidentiality; (including attorneys, accountants, consultants, bankers, and financial advisorsiv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to hold any Information (as defined in writing by the Confidentiality Agreement) confidential in accordance with the terms thereofParties. (b) The Each Company shall: (i) will afford Parent and its financial advisors, accountants, counsel, advisors counsel and other representatives reasonable accessaccess during normal business hours, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire)properties, books, records and personnel of the such Company during the period prior to the Effective Time Closing to obtain all information concerning the business, including the status of product business development efforts, properties, financial positions, results of operations and personnel of the such Company, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that (it being understood that Parent i) the foregoing access shall use all reasonable efforts not include the right to conduct perform sampling or other intrusive investigation without the written consent of the Company with control over the property on which such sampling or investigation is proposed, which consent may be withheld in such Company’s sole and absolute discretion, (ii) neither Company shall be required to afford such access during normal business hours)or furnish such information to the extent doing so would breach, contravene or violate any applicable Legal Requirements (including any COVID-19 Measures) or jeopardize the health and safety of any employee of such Company, in light of COVID-19 or any COVID-19 Measures, and (iiiii) furnish Parent on a timely basis with neither Company shall be required to violate any obligation of confidentiality to which such financial and operating data and other information with respect Company is subject or to waive any privilege which it may possess in discharging its obligations pursuant to this Section 7.8. During any visit to the business, operations and properties business or property sites of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreementeither Company, Parent shall holdshall, and shall cause its representatives accessing such properties to, comply with all applicable Legal Requirements (including any COVID-19 Measures) and all of such Company’s safety and security procedures and execute any waivers reasonably required by such Company. Parent will afford the Companies and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to holdthe properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information received from concerning the Companybusiness, directly including properties, results of operations and personnel of Parent, as the Companies may reasonably request in connection with the consummation of the Transaction; provided, however, that (i) the foregoing access shall not include the right to perform sampling or indirectlyother intrusive investigation without the written consent of the Parent, which consent may be withheld in the Parent’s sole and absolute discretion, (ii) Parent shall not be required to afford such access or furnish such information to the extent doing so would breach, contravene or violate any applicable Legal Requirements (including any COVID-19 Measures) or jeopardize the health and safety of any employee of Parent, in confidence light of COVID-19 or any COVID-19 Measures, and (iii) Parent shall not be required to violate any obligation of confidentiality to which Parent is subject or to waive any privilege which it may possess in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent discharging its obligations pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions7.8.

Confidentiality; Access to Information. (a) 8.1.1 The parties acknowledge that Parent Seller and the Company Golden Gate Capital Private Equity, Inc. have previously executed a mutual confidentiality letter agreement, dated as of June 22August 17, 2006 2009 (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its termsterms until the Closing Date. At all times following the Closing Date, Seller shall, and each of Parent shall use its reasonable best efforts to cause its Affiliates and the Company will hold, its and will cause their respective directors, officers, employees, agents and advisors (including attorneysrepresentatives to, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford maintain in confidence all non-public, proprietary and confidential information, in any form whatsoever, concerning the Business, the Purchased Assets, the Business Intellectual Property Rights and the Intellectual Property Rights of third parties used in the Business (the "CONFIDENTIAL INFORMATION"); and (ii) not disclose to any third party, nor use, whether in whole or in part, any Confidential Information for any purpose (other than for and as authorized in writing by Buyer). Without derogating from Seller's obligation under Section 8.2 below, the obligation of non-disclosure and non-use imposed on Seller hereunder shall not apply to information that is or becomes generally known to the public through no wrongful act or breach of Seller or any of its Affiliates or such persons. Notwithstanding the foregoing, Seller shall not be prohibited from disclosing such Confidential Information to the extent required by a court order or applicable law, PROVIDED that, in either event, Seller shall use reasonable commercial efforts to first give prompt prior written notice to Buyer and shall use reasonable best efforts to (and cooperate with Buyer in seeking to) seal, redact or otherwise minimize such disclosure and to protect the confidentiality of any Confidential Information eventually disclosed. The foregoing undertaking shall apply, MUTATIS MUTANDIS, to Parent and Buyer solely with respect to confidential information of Seller that (i) is not Confidential Information or was set forth in the Seller Disclosure Schedule and (ii) was provided to Parent or Buyer prior to the date hereof or will be provided pursuant to this Agreement. 8.1.2 Subject to the Confidentiality Agreement and applicable law, Seller shall afford, and shall cause its Affiliates and use reasonable best efforts to cause its and their respective Representatives to afford, to Parent and Buyer and to their respective officers, employees, accountants, counsel, advisors financial and legal advisers and other representatives reasonable accessrepresentatives, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests full and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such complete access during normal business hours)hours and on reasonable notice during the Pre-Closing Period to all its properties, books, contracts, commitments, assets, personnel, suppliers, customers and distributors, consultants, attorneys and accountants, records and other information concerning the Business, the Purchased Assets and Assumed Liabilities (provided that such access (i) shall not unreasonably interfere with the business or operations of Seller, and (ii) furnish Parent on a timely basis with such financial and operating data and other shall not cause Seller to disclose any information that would result in the disclosure of trade secrets of third parties, violate any of its obligations with respect to confidentiality or invalidate or terminate any legal privilege, in each case in clause (ii) hereof as determined by Seller in its reasonable judgment after receipt of advice from outside legal counsel). During such Pre-Closing Period and subject to the businessConfidentiality Agreement and applicable law, operations Seller shall furnish promptly to Buyer (i) a copy of each report, schedule, registration statement and properties other document filed by it during such period pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning the Company and its subsidiaries Business as Parent Buyer may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and the Company have Any confidentiality agreement or letter of intent previously executed a mutual confidentiality agreement, dated as by the parties shall be superseded in its entirety by the provisions of June 22, 2006 (this Agreement. Each party agrees to maintain in confidence any non-public information received from the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its termsother party, and each to use such non-public information only for purposes of Parent and consummating the Company transactions contemplated by this Agreement. Such confidentiality obligations will hold, and will cause not apply to (i) information which was known to the one party or their respective directorsagents prior to receipt from the other party; (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, officers, employees, agents each party will return or cause to be returned to the other all documents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined other material obtained from the other in the Confidentiality Agreement) confidential in accordance connection with the terms thereofTransaction contemplated hereby. (b) The Company shall: Access to Information. (i) Phoenix International will afford Parent PUBCO and its financial advisors, accountants, counsel, advisors counsel and other representatives reasonable accessaccess during normal business hours, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire)properties, books, records and personnel of the Company Phoenix International during the period prior to the Effective Time Closing to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the CompanyPhoenix International, as Parent PUBCO may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent PUBCO in any investigation pursuant to this Section 5.3 6.8 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the TransactionsTransaction. (ii) PUBCO will afford Phoenix International 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 PUBCO 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 PUBCO, as Phoenix International may reasonably request. No information or knowledge obtained by Phoenix International in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent the information being made available to the Purchaser and its Affiliates by any member of the Seller Group (or its agents or representatives) is subject to the terms of a confidentiality agreement dated October 11, 2018 by and between Syncsort Incorporated, a subsidiary of the Purchaser, and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 Seller (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the final Deferred Closing, the terms of the Confidentiality Agreement will continue in full force terminate solely with respect to information relating to the Business; provided that the Purchaser acknowledges that any and effect all other information provided or made available to it or its representatives concerning any member of the Seller Group or any Affiliate of any member of the Seller Group will remain subject to the terms and conditions of the Confidentiality Agreement and all other provisions of the Confidentiality Agreement shall survive in accordance with its terms, and each of Parent and terms after the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereoffinal Deferred Closing. (b) The Company From the date hereof until the final Deferred Closing Date or earlier termination of this Agreement, to the extent permitted by Law, the Seller shall: , and shall cause the other members of the Seller Group to, provide the Purchaser and its representatives with such reasonable access to the facilities of the Business, the Business’s principal personnel and the books, records, offices and other facilities and properties to the extent pertaining to the Business as the Purchaser may reasonably request in writing in order to effectuate the transactions contemplated hereby, without charge to the Purchaser (but otherwise at the Purchaser’s expense); provided that (i) afford Parent certain materials subject to confidentiality obligations or attorney-client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, will not be so delivered or made available to the properties (including for Purchaser or its representatives, on the purpose basis that the disclosure of performing such environmental tests materials would, in the reasonable and due diligence review as Parent may desire), books, records and personnel good faith judgment of the Company during the period prior counsel to the Effective Time to obtain all information concerning the businessSeller Group, including the status of product development effortsviolate such confidentiality obligations, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject applicable Law (provided that the Seller shall promptly notify the Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such confidentiality obligations, attorney client privilege or applicable Law), (which information ii) neither the Purchaser nor any of its representatives shall conduct any invasive investigation, testing or sampling of any soil, groundwater or other environmental media and (iii) such access will be treated requested in accordance writing with reasonable advance notice and exercised during normal business hours and without causing unreasonable interference with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms operations of the Confidentiality Agreement, Parent shall hold, Business. The Purchaser and shall cause its representatives to holdshall not contact any suppliers, all information received from customers, landlords and other business relations or employees of the Company, directly Business regarding or indirectly, in confidence in accordance connection with the Confidentiality Agreementtransactions contemplated hereby without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of Xxxxxxx Xxxxxx, Xxx Xxxxxxxx or Xxxx Xxxxxx (and their respective successors from time to time). (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and the Company have Any confidentiality agreement or letter of intent previously executed a mutual confidentiality agreement, dated as by the parties shall be superseded in its entirety by the provisions of June 22, 2006 (this Agreement. Each party agrees to maintain in confidence any non-public information received from the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its termsother party, and each to use such non-public information only for purposes of Parent and consummating the Company transactions contemplated by this Agreement. Such confidentiality obligations will hold, and will cause not apply to (i) information which was known to the one party or their respective directorsagents prior to receipt from the other party; (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, officers, employees, agents each party will return or cause to be returned to the other all documents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined other material obtained from the other in the Confidentiality Agreement) confidential in accordance connection with the terms thereofTransaction contemplated hereby. (b) The Company shall: Access to Information. (i) DingXu BVI will afford Parent PUBCO and its financial advisors, accountants, counsel, advisors counsel and other representatives reasonable accessaccess during normal business hours, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire)properties, books, records and personnel of the Company DingXu BVI during the period prior to the Effective Time Closing to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the CompanyDingXu BVI, as Parent PUBCO may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent PUBCO in any investigation pursuant to this Section 5.3 6.8 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the TransactionsTransaction. (ii) PUBCO will afford DingXu BVI 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 PUBCO 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 PUBCO, as DingXu BVI may reasonably request. No information or knowledge obtained by DingXu BVI in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent and the Company have previously executed information being Made Available to it by Honeywell or its Subsidiaries (or their respective agents or representatives) is subject to the terms of a mutual confidentiality agreement, dated as of June 222, 2006 2005, between MacAndrews & Forbes Holdings, Inc. and Honeywell (the “"Confidentiality Agreement”"), the terms of which are incorporated herein by reference, and Purchaser hereby agrees to be bound by all of the obligations of MacAndrews & Forbes Holdings, Inc. under the Confidentiality Agreement as if Purchaser were an original party to the Confidentiality Agreement. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with terminate; provided, however, that Purchaser hereby acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality AgreementAgreement will terminate only with respect to information relating to the businesses of the Company and its Subsidiaries; provided, further, that Purchaser acknowledges that any and all other information provided or Made Available to it by Honeywell or its Subsidiaries (or their respective agents or representatives) confidential in accordance with concerning Honeywell or their its Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the Closing. (b) The Company Honeywell shall: (i) afford Parent , subject to compliance with applicable Laws, provide Purchaser access and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, the opportunity to the properties (including for the purpose of performing make such environmental tests and due diligence review as Parent may desire), books, records and personnel investigation of the Company during the period prior to the Effective Time to obtain all information concerning the businessmanagement, including the status of product development effortsemployees, properties, financial positions, results of businesses and operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries Subsidiaries, and such examination of the books, records and financial condition of the Company and its Subsidiaries, as Parent may from time it reasonably requests (excluding any subsurface or other intrusive investigation of real or personal property). Any confidential information provided pursuant to time reasonably requestthis Section 5.4(b) shall, except for information covered by attorney-client privilege or subject to confidentiality (which information shall Section 5.4(a), be treated in accordance with the procedures put in place kept confidential by Parent Purchaser and the Company on or prior will be subject to the date hereof). Except for disclosures expressly permitted by applicable Law and the terms of the Confidentiality Agreement, Parent shall hold, . Any such investigation and shall cause its representatives examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to hold, all information received from the Company, directly or indirectly, in confidence in accordance unreasonably interfere with the Confidentiality Agreement. (c) conduct of the SPS Business. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 5.4 shall affect or be deemed to modify any representation or warranty contained herein by Honeywell in this Agreement or the conditions any condition to the obligations (or indemnification or other rights) of the parties to consummate the TransactionsPurchaser hereunder.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent the information being Made Available to it by Honeywell, the Sellers or their respective Subsidiaries (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated May 16, 2005 between Sun Capital Partners Group IV, Inc. and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with terminate; provided, however, that Purchaser hereby acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality AgreementAgreement will terminate only with respect to information relating to the businesses of the Companies and their Subsidiaries; provided, further, that Purchaser acknowledges that any and all other information provided or Made Available to it by Honeywell, the Sellers or their respective Subsidiaries (or their respective agents or representatives) confidential in accordance with concerning Honeywell, the Sellers or their respective Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the Closing. (b) The Company Honeywell and the Sellers shall: (i) afford Parent , subject to compliance with applicable Laws, provide Purchaser access and its accountantsthe opportunity to make such investigation of the management, counselemployees, advisors properties, businesses and other representatives reasonable accessoperations of the Companies and their Subsidiaries, upon reasonable notice, to and such examination of the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel financial condition of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations Companies and personnel of the Companytheir Subsidiaries, as Parent may it reasonably request (it being understood that Parent requests. Any confidential information provided pursuant to this Section 5.4(b) shall use all reasonable efforts to conduct such access during normal business hours), be kept confidential by Purchaser and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or will be subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent applicable Law and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, . Any such investigation and shall cause its representatives examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to hold, all information received from the Company, directly or indirectly, in confidence in accordance unreasonably interfere with the Confidentiality Agreement. (c) conduct of the IAS Business. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 5.4 shall affect or be deemed to modify any representation or warranty contained herein by Honeywell or the conditions Sellers in this Agreement or any condition to the obligations of the parties to consummate the TransactionsPurchaser hereunder.

Confidentiality; Access to Information. (a) The parties acknowledge that Company and Parent and the Company have previously executed a mutual confidentiality agreementConfidentiality Agreement, dated as of June 22August 6, 2006 2003 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Between the date hereof and the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Company shall: (i) afford will, and will cause its subsidiaries to, use commercially reasonable efforts to give Parent and its accountantsauthorized representatives (including Parent’s external auditors) reasonable access to all employees, counselplants, advisors offices, warehouses and other representatives reasonable access, upon reasonable notice, facilities and to the properties (including for the purpose of performing such environmental tests all books and due diligence review as Parent may desire), books, records and personnel files of the current employees of Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, its subsidiaries as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours)require, and (ii) will cause its officers and its subsidiaries to furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations business and properties of the Company and its subsidiaries as Parent may from time to time reasonably request. Between the date hereof and the Effective Time, except for Parent shall make available to Company, as reasonably requested by Company, a designated officer of Parent to answer questions and make available such information covered and documents regarding Parent as is reasonably requested by attorney-client privilege or Company taking into account the nature of the transactions contemplated by this Agreement. The access described in this Section 5.5(b) shall be subject to confidentiality (which information the granting party’s reasonable security measures and insurance requirements. Company shall be treated in accordance with use commercially reasonable efforts to allow Parent access to the procedures put in place by Parent and the Company on or workpapers of its independent auditors prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality AgreementEffective Time. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or Between the conditions to date hereof and the obligations earlier of the parties termination of this Agreement in accordance with its terms and the Effective Date, Company shall furnish to consummate Parent within two (2) business days following approval thereof by the Transactionsaudit committee of Company’s Board of Directors (and in any event within thirty (30) business days after the end of each fiscal quarter) an unaudited balance sheet as of the end of such quarter and the related statements of earnings, stockholders’ equity (deficit) and cash flows for the quarter then ended, all of such financial statements to be prepared in accordance with GAAP in conformity with the practices consistently applied by Company with respect to such financial statements.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent the information Made Available to it by the Seller and its Affiliates (or their respective agents or representatives) is subject to the Company have previously executed a mutual confidentiality agreementterms of that certain Confidentiality and Standstill Agreement, dated as of June 22April 26, 2006 2012, by and between the Purchaser and the Seller (the “Confidentiality Agreement”). Effective upon, which and only upon, the Closing, the Purchaser’s obligations of confidentiality and non-disclosure provisions of the Confidentiality Agreement will continue in full force and effect in accordance terminate with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) respect to hold any Information “Confidential Information” (as defined in the Confidentiality Agreement) confidential relating to the Company and/or the Business; provided, however, that the Purchaser hereby further acknowledges and agrees that its confidentiality and non-disclosure obligations in the Confidentiality Agreement will terminate only with respect to such “Confidential Information” relating to the Company and/or the Business and that any and all other “Confidential Information” provided or Made Available to it by the Seller or its Affiliates (or their respective agents or representatives) concerning the Seller or its Affiliates (other than the Company and/or the Business) shall remain subject to the terms and conditions of the Confidentiality Agreement, which shall remain in effect in accordance with its terms to the terms thereofextent not modified by this Section 5.4(a). (b) The Company From and after the Closing, Parent and Seller shall: , and shall cause their respective Affiliates, successors and assigns (including, for the avoidance of doubt, any Successor) to, retain in strictest confidence (using the same degree of care as Parent and Seller accord to their other confidential information of a similar nature; provided that in no event shall Parent or Seller exercise less than reasonable care), and shall not use for the benefit of itself or others, except in connection with the fulfillment of its obligations or exercise of rights under the Transition Services Agreement, License Agreement or Commercial Agreements all confidential matters primarily relating to the Business, or relating to the Purchaser, including “know how”, trade secrets, confidential ideas, concepts, data, customer lists, supplier lists, mailing lists, details of consultant and employment contracts, pricing policies, methods, business plans (including marketing plans or strategies), product development techniques or plans, technical and other proprietary business processes, designs and design projects, processes, inventions, software, systems documentation and research projects and other business affairs and shall not disclose them to anyone outside of the Purchaser, provided, however, this covenant shall not apply to (i) afford any information which Parent or Seller demonstrates is or becomes generally available to the public other than as a result of disclosure by Parent, Seller or any Affiliate thereof, (ii) any information which Parent, Seller or such Affiliate are required to disclose in any legally required government or securities filings, legal proceedings, subpoena, civil investigative demand or other similar process or pursuant to applicable regulatory or professional standards (provided Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, Seller (a) except to the properties extent legally prohibited and to the extent feasible, provide Purchaser with prompt notice of such required disclosure so Purchaser may attempt to obtain a protective order, (b) reasonably cooperate with Purchaser, at Purchaser’s expense, in obtaining such protective order, and (c) only disclose that information which is required to be disclosed), or (iii) the use and disclosure of any information for the purposes of any Tax audit relating to the Business, or any litigation or dispute resolution in connection with this Agreement or the transactions contemplated hereby. For the avoidance of doubt, any confidential information disclosed under or pursuant to the License Agreement, the Transition Services Agreement or the Commercial Agreements, as the term is defined therein, will be governed by the confidentiality provision of such agreement. (c) Between the date hereof and the Closing, the Seller shall, subject to compliance with applicable Laws and any Contracts to which the Seller or any of its Affiliates (including for the purpose Company) is a party, provide the Purchaser access and the opportunity to make such investigation of performing the management, employees, properties, businesses and operations of the Company, and such environmental tests and due diligence review as Parent may desire), examination of the books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel condition of the Company, as Parent may it reasonably request (it being understood requests; provided, however, that Parent neither the Seller nor any of its Affiliates shall use all reasonable efforts be required to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect disclose to the business, operations and properties Purchaser or any agent or representative of the Company and its subsidiaries as Parent may from time Purchaser any information if they believe in good faith that doing so could result in a loss of the ability to time reasonably request, except for information covered by successfully assert a claim of privilege (including the attorney-client privilege and work product privileges) or subject such disclosure would violate any applicable Law or contractual requirement. Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to confidentiality (which information shall be treated in accordance unreasonably interfere with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms conduct of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) Business. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 5.4(b) shall affect or be deemed to modify any representation or warranty contained herein by the Seller in this Agreement or the conditions any condition to the obligations of the parties to consummate the TransactionsPurchaser hereunder.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent the information being made available to them by any member of the Seller Group (or its agents or representatives) is subject to the terms of a confidentiality agreement dated November 30, 2017 by and between Platinum Equity Advisors, LLC and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 Seller (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the terms of the Confidentiality Agreement will continue in full force terminate solely with respect to information relating to the Business; provided that the Purchaser acknowledges that any and effect all other information provided or made available to it or its representatives concerning any member of the Seller Group or any Affiliate of any member of the Seller Group will remain subject to the terms and conditions of the Confidentiality Agreement and all other provisions of the Confidentiality Agreement shall survive in accordance with its terms, and each terms after the Closing. Notwithstanding any provision of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) , the Seller hereby consents to the disclosure by the Purchaser to the Debt Financing Sources of any confidential in accordance information as to which disclosure would otherwise be limited under the Confidentiality Agreement, subject to the requirement that the Debt Financing Sources be informed of the Purchaser’s confidentiality obligations with respect thereto under the Confidentiality Agreement and agree with the terms thereofPurchaser to be bound by such confidentiality obligations. (b) The Company From the date hereof until the Closing Date or earlier termination of this Agreement, to the extent permitted by Law, the Seller shall: , and shall cause the other members of the Seller Group to, provide the Purchaser and its representatives with such reasonable access to the facilities of the Business, the Business’s principal personnel and the books and records pertaining to the Business as the Purchaser may reasonably request in writing in order to effectuate the transactions contemplated hereby, without charge to the Purchaser (but otherwise at the Purchaser’s expense); provided that (i) afford Parent certain materials subject to confidentiality obligations or attorney-client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, will not be so delivered or made available to the properties Purchaser or its representatives, (including for ii) neither the purpose Purchaser nor any of performing such its representatives shall conduct any invasive investigation, testing or sampling of any environmental tests media and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct iii) such access will be requested in writing with reasonable advance notice and exercised during normal business hours)hours and without causing unreasonable interference with the operations of the Business. The Purchaser and its representatives shall not contact any suppliers, and (ii) furnish Parent on a timely basis with such financial and operating data customers, landlords and other information with respect to the business, operations and properties business relations or employees of the Company and its subsidiaries as Parent may from time to time reasonably requestBusiness without the Seller’s prior written consent, except for information covered which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, promptly following the date hereof, the Seller shall provide the Purchaser with an electronic copy of the virtual data room maintained by attorney-client privilege or subject to confidentiality (which information shall be treated Intralinks in accordance connection with the procedures put in place transactions contemplated by Parent and this Agreement as it existed as of the Company close of business on or the day prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained Without limiting the generality of the foregoing, the Seller and the Purchaser shall cooperate in good faith to (i) assist the Purchaser to develop the stand-alone capability to provide payroll services following the Closing, (ii) test the effectiveness of the Seller’s consolidation and data migration solution and (iii) facilitate the parties’ joint efforts to enable the Business to operate on a stand-alone basis following the Closing; provided, that the Seller shall not be required to take any such action requested by Parent the Purchaser pursuant to this Section 5.3 will affect 5.2(c) if such action would require the Seller or be deemed any of its Affiliates to modify incur any representation out-of-pocket fees or warranty contained herein expenses unless the Purchaser agrees to reimburse the Seller or such Affiliate for such fees or expenses. In connection with assisting the conditions Purchaser to develop the stand-alone capability to provide payroll services following the Closing, the Seller shall, to the obligations of extent permitted by applicable Law, authorize Automatic Data Processing, Inc. to transfer to the parties Purchaser such information as the Purchaser may reasonably request in writing, such authorization to consummate be provided no later than three (3) Business Days after the TransactionsPurchaser’s request.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, information being made available to the properties (including for the purpose of performing such environmental tests Buyers and due diligence review as Parent may desire), books, records and personnel their Affiliates by any member of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request Seller Group (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (iior its agents or Representatives) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or is subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the terms of the Confidentiality Agreement will terminate solely with respect to information relating to the Business transferred to the Buyers at such Closing; provided that the Buyers acknowledge that any and all other information provided or made available to them or their Representatives concerning any member of the Seller Group or any Affiliate of any member of the Seller Group (in each case, other than the Transferred Entities) will remain subject to the terms and conditions of the Confidentiality Agreement and all other provisions of the Confidentiality Agreement shall holdsurvive in accordance with its terms after the Closing. (b) From the date hereof until the Closing Date or earlier termination of this Agreement in accordance with Article VIII, to the extent permitted by Law, the Sellers shall, and shall cause its representatives the other members of the Seller Group to, provide the Buyers and their Representatives with such reasonable access to holdthe facilities of the Business, all information received from the CompanyBusiness’ principal personnel and the books and records pertaining exclusively to the Business as the Buyers may reasonably request in writing in order to effectuate the Transaction, directly without charge to the Buyers (but otherwise at Buyers’ expense); provided that (i) certain materials subject to confidentiality obligations or indirectlyattorney-client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered or made available to the Buyers or their Representatives, (ii) neither the Buyers nor any of their Representatives shall conduct any invasive investigation, testing or sampling of any soil, groundwater or other environmental media, (iii) such access will be requested in confidence writing with reasonable advance notice and exercised during normal business hours and without causing unreasonable interference with the operations of the Business and (iv) such access may be limited to the extent the Sellers determine in good faith that such limitation is necessary in light of the actual and anticipated effects of COVID-19 or any COVID-19 Measures, including if providing such access would reasonably be expected to jeopardize the health and safety of any employee of the Business. From the date hereof until the Closing Date or earlier termination of this Agreement in accordance with Article VIII, the Confidentiality Buyers and their Representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without the Sellers’ prior written consent, which shall not be unreasonably withheld, delayed or conditioned, and in each case other than (i) contacting suppliers, customers, landlords and other business relations which the Buyers and their Affiliates had prior to the date hereof and (ii) as specifically permitted or provided for in this Agreement. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent and the Company have Any confidentiality agreement or letter of intent previously executed a mutual confidentiality agreement, dated as by the parties shall be superseded in its entirety by the provisions of June 22, 2006 (this Agreement. Each party agrees to maintain in confidence any non-public information received from the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its termsother party, and each to use such non-public information only for purposes of Parent and consummating the Company transactions contemplated by this Agreement. Such confidentiality obligations will hold, and will cause not apply to (i) information which was known to the one party or their respective directorsagents prior to receipt from the other party; (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, officers, employees, agents each party will return or cause to be returned to the other all documents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined other material obtained from the other in the Confidentiality Agreement) confidential in accordance connection with the terms thereofTransaction contemplated hereby. (b) The Company shall: Access to Information. (i) Sinary will afford Parent EXDG and its financial advisors, accountants, counsel, advisors counsel and other representatives reasonable accessaccess during normal business hours, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire)properties, books, records and personnel of the Company Sinary during the period prior to the Effective Time Closing to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the CompanySinary, as Parent EXDG may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent EXDG in any investigation pursuant to this Section 5.3 6.8 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the TransactionsTransaction. (ii) EXDG will afford Sinary 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 EXDG 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 EXDG, as Sinary may reasonably request. No information or knowledge obtained by Sinary in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge that Upon reasonable notice, except (i) as the Company reasonably determines (after consultation with Parent and receiving and considering the Company have previously executed advice of the Company’s outside counsel), is required by applicable Legal Requirements, or (ii) as would be reasonably expected to violate or result in a mutual confidentiality agreementloss or impairment of any attorney-client or work-product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, dated as loss or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of June 22, 2006 interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege (the “Confidentiality AgreementPrivilege Exception”)), which Confidentiality Agreement will continue in full force and effect in accordance with its termsthe Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and the Company will hold, and will cause their respective directors, to its officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Company shall: (i) afford Parent and its accountants, counsel, financial advisors and other representatives representatives, reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records so that the Parent may obtain all information concerning the business, business as its may reasonably request (including the status of product development effortsefforts and, propertiesto the extent available to the Company after reasonable inquiry, financial positionssummaries of fees and expenses incurred or paid or reasonably expected to be incurred or paid by the Company or its Subsidiaries to legal, results of accounting and other professional service advisors in connection with the Transactions (including the Restated Financials and the Options Matters)) (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations and personnel of the Company), and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. or Israeli federal or state securities laws and (ii) all other information concerning its business, properties and personnel as the Parent may reasonably request (it being understood that Parent including the Company’s outside accountants work papers). (b) Any information obtained by either party pursuant to this Section 5.5 shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect be subject to the businessConfidentiality Agreement dated June 29, operations and properties of 2006, between the Company and its subsidiaries as Parent may from time to time reasonably request, except for information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to (the date hereof“Confidentiality Agreement”). Except for disclosures expressly permitted by Without limiting the terms generality of the Confidentiality Agreementforegoing, Parent Parent, Merger Sub and the Company shall holdnot, and shall each use their respective reasonable best efforts to cause its representatives to holdnot to, all use information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect 5.5 for any purpose unrelated to consummation of the Transactions. No review or be deemed information obtained pursuant to modify this Section 5.5 shall limit the Parent’s or Merger Sub’s reliance on or the enforceability of any representation or warranty contained herein or made by the conditions to the obligations of the parties to consummate the TransactionsCompany herein.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent the information Made Available to it by the Seller and its Affiliates (or their respective agents or representatives) is subject to the Company have previously executed a mutual confidentiality agreementterms of that certain Confidentiality and Standstill Agreement, dated as of June 2231 October 2011, 2006 by and between the Purchaser and the Primus Telecommunications Group, Incorporated (the “Confidentiality Agreement”). Effective upon, which and only upon, the Closing, the confidentiality and non-disclosure provisions of the Confidentiality Agreement will continue in full force and effect in accordance terminate with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) respect to hold any Information “Evaluation Material” (as defined in the Confidentiality Agreement) confidential relating to the Company, its Subsidiaries and/or the Business; provided, however, that the Purchaser hereby further acknowledges and agrees that its confidentiality and non-disclosure obligations in the Confidentiality Agreement will terminate only with respect to such “Evaluation Material” relating to the Company, its Subsidiaries and/or the Business and that any and all other “Evaluation Material” provided or Made Available to it by the Seller or its Affiliates (or their respective agents or representatives) concerning the Seller or its Affiliates (other than the Company, its Subsidiaries and/or the Business) shall remain subject to the terms and conditions of the Confidentiality Agreement, which shall remain in effect in accordance with its terms to the terms thereofextent not modified by this Section 5.4(a). (b) The Between the date hereof and the Closing, the Seller shall, subject to compliance with applicable Laws and any Contracts to which the Seller or any of its Affiliates (including the Company shall: (i) afford Parent and its accountantsSubsidiaries) is a party, counsel, advisors provide the Purchaser access and other representatives reasonable access, upon reasonable notice, the opportunity to the properties (including for the purpose of performing make such environmental tests and due diligence review as Parent may desire), books, records and personnel investigation of the Company during the period prior to the Effective Time to obtain all information concerning the businessmanagement, including the status of product development effortsemployees, properties, financial positions, results of businesses and operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries Subsidiaries, and such examination and provision of information relating to the books, records and financial condition of the Company and its Subsidiaries, as Parent may from time it reasonably requests including regular meetings (as agreed by the Seller acting reasonably) with senior Employees of the Company or its Subsidiaries; provided, however, that neither the Seller nor any of its Affiliates shall be required to time reasonably request, except for disclose to the Purchaser or any agent or representative of the Purchaser any information covered by if it believes in good faith that doing so could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client privilege and work product privileges) or subject such disclosure would violate any applicable Law or contractual requirement. Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to confidentiality (which information shall be treated in accordance unreasonably interfere with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms conduct of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) Business. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 5.4(b) shall affect any warranty by the Seller in this Agreement or be deemed to modify any representation or warranty contained herein or the conditions condition to the obligations of the parties Purchaser hereunder. Neither the Purchaser nor any of its representatives shall be permitted to consummate perform any onsite procedure (including any onsite environmental study) with respect to any property of the TransactionsCompany or its Subsidiaries.

Confidentiality; Access to Information. (a) The parties acknowledge BCP acknowledges that Parent the information being provided to it by Northrop Grumman and TRW is subject to the Company have previously executed terms of a mutual confidentiality agreementagreement dated August 6, dated as of June 222002 between Blackstone Management Associates III L.L.C., 2006 Carlyle Partners III, L.P. and Northrop Grumman (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with terminate; provided, however, that BCP acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality Agreement) confidential in accordance Agreement will terminate only with respect to information relating solely to the Automotive Business; and provided, further, that BCP acknowledges that any and all other information provided to it by Northrop Grumman or TRW or their respective representatives concerning Northrop Grumman or TRW or their respective Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the date of the Closing. (b) The Company Prior to the Closing Date, Northrop Grumman shall: (i) afford Parent , and shall use its accountantsreasonable best efforts, counsel, advisors and other representatives reasonable access, upon reasonable noticeso far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the properties (Northrop/TRW Closing, Northrop Grumman and TRW each shall, provide BCP, through its Affiliates, officers, employees and representatives, including for the purpose representatives of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel any Persons providing financing to any of the Company during BCP Entities in connection with the period prior transactions contemplated hereby, the opportunity to make such investigation of the Effective Time to obtain all information concerning the businessmanagement, including the status of product development effortsemployees, properties, financial positions, results of businesses and operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries Subsidiaries, and such examination of the books, records and financial condition of the Company and its Subsidiaries, as Parent may from time it reasonably requests and to time reasonably request, except for information covered make extracts and copies of such books and records. Any Confidential Information provided pursuant to this Section 7.1(b) will be kept confidential by attorney-client privilege or BCP and will be subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent applicable Law and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, . Any such investigation and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreementexamination will be conducted during regular business hours and under reasonable circumstances after appropriate advance notice. (c) No information or knowledge obtained by Parent pursuant Prior to this Section 5.3 will affect or be the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, (i) hold, and use reasonable best efforts to cause their respective Affiliates, consultants, advisors, agents and representatives to hold, in strict confidence to the same extent as provided for in the Confidentiality Agreement as if Northrop Grumman and its Affiliates were deemed to modify any representation be bound by reciprocal confidentiality obligations, all confidential or warranty contained herein or the conditions trade secret information relating to the obligations Automotive Business, (ii) not use such confidential or trade secret information to the detriment of the parties Automotive Business and (iii) shall assign its rights under any confidentiality agreement relating to consummate the TransactionsAutomotive Business with a third party to the Company.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent the Acquiror and the Company have previously executed a mutual entered into that certain confidentiality and non-disclosure agreement, dated as of June 22November 16, 2006 2002, as amended (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect terminate upon the execution of this Agreement. Notwithstanding the foregoing, the parties shall remain liable in accordance with its termsthe terms of the Confidentiality Agreement as if such agreement remained in effect for breaches, and each if any, thereunder occurring prior to the date hereof. (b) Each of Parent the Company, the Operating Subsidiaries and the Company will holdAcquiror will, and will cause their respective officers, directors, officers, employees, agents and advisors representatives to (including i) hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all nonpublic information concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person) and (ii) not release or disclose such information to any other person, except in connection with this Agreement to its auditors, attorneys, accountants, consultants, bankers, and financial advisors) to hold , other consultants and advisors. In the event of termination of this Agreement for any Information (as defined in reason, the Confidentiality Agreement) confidential in accordance with the terms thereofparties hereto will promptly return or destroy all documents containing nonpublic information so obtained from any other party hereto and any copies made of such documents and any summaries, analyses or compilations made therefrom. (bc) The Between the date hereof and the Closing Date, the Company shall: (i) afford Parent and the Operating Subsidiaries will provide the Acquiror and its accountants, authorized representatives (including counsel, financial advisors and other representatives auditors) reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours)hours to all employees, offices, warehouses and (ii) other facilities and to all books and records of the Company and the Operating Subsidiaries relating to the Assets and the operation of the Stores, will permit the Acquiror to make such inspections as the Acquiror may reasonably require and will cause the Company's officers and those of its Subsidiaries to furnish Parent on a timely basis the Acquiror with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries relating to the Assets and the Stores as the Acquiror may from time to time reasonably request, provided that no investigation pursuant to this Section 4.5(c) shall affect or be deemed to modify any of the representations or warranties made by the Company or any of the Operating Subsidiaries and each representation and warranty shall survive such investigation. (d) Between the date hereof and the Closing Date, the Company and the Operating Subsidiaries will provide the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion, and each of their respective employees and authorized representatives, reasonable access during normal business hours to all employees, offices, warehouses and other facilities and to all books and records of the Company and each of its Subsidiaries, including the Operating Subsidiaries, and will permit such firms to make such inspections as reasonably required in order to obtain the information necessary to render the Solvency Opinion and the Reasonably Equivalent Value Opinion. The Company will cause its officers and those of its Subsidiaries to furnish such firms with such financial and operating data and other information with respect to the financial condition, business, operations and properties of the Company and its subsidiaries Subsidiaries as Parent such firms may from time to time reasonably requestrequest in the course of their investigation. It is expressly understood among the parties that during the course of their engagement and at any time thereafter, except for the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion will not provide confidential information covered by attorney-client privilege of the Company or subject any of its Subsidiaries to confidentiality (which the Acquiror. Notwithstanding the foregoing, such firms will be permitted to review such aspects of the confidential information shall be treated as they deem appropriate in accordance their professional judgment and report to the Acquiror concerning their satisfaction with the procedures put in place results of such review on rendering the opinions to Acquiror contemplated by Parent Section 4.7 and Section 4.8 without disclosing the content of the confidential information reviewed by them to Acquiror. (e) Between the date hereof and the Closing Date, the Company on or prior shall furnish to the date hereof). Except for disclosures expressly permitted by the terms Acquiror no later than one (1) business day following delivery thereof to management of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly such weekly and monthly financial statements and other data (financial, operational or indirectly, in confidence in accordance with the Confidentiality Agreement. (cotherwise) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions relating to the obligations operation of the parties Stores as are regularly prepared for distribution to consummate the TransactionsCompany management.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent the information being Made Available to them by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) is subject to the Company have previously executed terms of a mutual confidentiality agreementagreement dated November 18, dated as of June 22, 2006 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with its termsterminate; provided, and however, that each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined parties hereby acknowledges its confidentiality obligations in the Confidentiality Agreement) confidential in accordance Agreement will terminate only with respect to information relating to the Business; and that each of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the Closing. (b) The Company From the date hereof until the Closing Date or earlier termination of this Agreement, to the extent permitted by Law, Honeywell shall: , and shall cause Sellers and the Transferred Entities to provide Purchaser and its respective officers and other representatives and employees with such access to the facilities of the Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, that certain materials subject to any confidentiality obligations or attorney client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) afford Parent and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood Purchaser agrees that Parent shall use all reasonable efforts to conduct such access will be exercised during normal business hours)hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish Parent on a timely basis with to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information with respect to regarding the businessassets, operations properties, liabilities and properties goodwill of the Company and its subsidiaries Business (or legible copies thereof) as Parent Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, except for information covered by attorney-client privilege customers, landlords and other business relations or subject to confidentiality (which information shall be treated in accordance with the procedures put in place by Parent and the Company on or prior to the date hereof). Except for disclosures expressly permitted by the terms employees of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality AgreementBusiness without Honeywell’s prior written consent. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions.

Confidentiality; Access to Information. (a) The parties acknowledge Purchaser acknowledges that Parent and the Company have previously executed information being Made Available to it by Honeywell or its Subsidiaries (or their respective agents or representatives) is subject to the terms of a mutual confidentiality agreement, dated as of June 222, 2006 2005, between MacAndrews & Forbes Holdings, Inc. and Honeywell (the “"CONFIDENTIALITY AGREEMENT"), the terms of which are incorporated herein by reference, and Purchaser hereby agrees to be bound by all of the obligations of MacAndrews & Forbes Holdings, Inc. under the Confidentiality Agreement as if Purchaser were an original party to the Confidentiality Agreement”). Effective upon, which and only upon, the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with terminate; PROVIDED, HOWEVER, that Purchaser hereby acknowledges its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined confidentiality obligations in the Confidentiality AgreementAgreement will terminate only with respect to information relating to the businesses of the Company and its Subsidiaries; PROVIDED, FURTHER, that Purchaser acknowledges that any and all other information provided or Made Available to it by Honeywell or its Subsidiaries (or their respective agents or representatives) confidential in accordance with concerning Honeywell or their its Subsidiaries will remain subject to the terms thereofand conditions of the Confidentiality Agreement after the Closing. (b) The Company Honeywell shall: (i) afford Parent , subject to compliance with applicable Laws, provide Purchaser access and its accountants, counsel, advisors and other representatives reasonable access, upon reasonable notice, the opportunity to the properties (including for the purpose of performing make such environmental tests and due diligence review as Parent may desire), books, records and personnel investigation of the Company during the period prior to the Effective Time to obtain all information concerning the businessmanagement, including the status of product development effortsemployees, properties, financial positions, results of businesses and operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours), and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations and properties of the Company and its subsidiaries Subsidiaries, and such examination of the books, records and financial condition of the Company and its Subsidiaries, as Parent may from time it reasonably requests (excluding any subsurface or other intrusive investigation of real or personal property). Any confidential information provided pursuant to time reasonably requestthis Section 5.4(b) shall, except for information covered by attorney-client privilege or subject to confidentiality (which information shall Section 5.4(a), be treated in accordance with the procedures put in place kept confidential by Parent Purchaser and the Company on or prior will be subject to the date hereof). Except for disclosures expressly permitted by applicable Law and the terms of the Confidentiality Agreement, Parent shall hold, . Any such investigation and shall cause its representatives examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to hold, all information received from the Company, directly or indirectly, in confidence in accordance unreasonably interfere with the Confidentiality Agreement. (c) conduct of the SPS Business. No information or knowledge obtained by Parent investigation pursuant to this Section 5.3 will 5.4 shall affect or be deemed to modify any representation or warranty contained herein by Honeywell in this Agreement or the conditions any condition to the obligations (or indemnification or other rights) of the parties to consummate the TransactionsPurchaser hereunder.

Confidentiality; Access to Information. (a) The parties acknowledge that Parent the Acquiror and the Company have previously executed a mutual entered into that certain confidentiality and non-disclosure agreement, dated as of June 22November 16, 2006 2002, as amended (the “"Confidentiality Agreement”"), which Confidentiality Agreement will continue in full force and effect terminate upon the execution of this Agreement. Notwithstanding the foregoing, the parties shall remain liable in accordance with its termsthe terms of the Confidentiality Agreement as if such agreement remained in effect for breaches, and each if any, thereunder occurring prior to the date hereof. (b) Each of Parent the Company, the Operating Subsidiaries and the Company will holdAcquiror will, and will cause their respective officers, directors, officers, employees, agents and advisors representatives to (including i) hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all nonpublic information concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person) and (ii) not release or disclose such information to any other person, except in connection with this Agreement to its auditors, attorneys, accountants, consultants, bankers, and financial advisors) to hold , other consultants and advisors. In the event of termination of this Agreement for any Information (as defined in reason, the Confidentiality Agreement) confidential in accordance with the terms thereofparties hereto will promptly return or destroy all documents containing nonpublic information so obtained from any other party hereto and any copies made of such documents and any summaries, analyses or compilations made therefrom. (bc) The Between the date hereof and the Closing Date, the Company shall: (i) afford Parent and the Operating Subsidiaries will provide the Acquiror and its accountants, authorized representatives (including counsel, financial advisors and other representatives auditors) reasonable access, upon reasonable notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours)hours to all employees, offices, warehouses and (ii) other facilities and to all books and records of the Company and the Operating Subsidiaries relating to the Assets and the operation of the Stores, will permit the Acquiror to make such inspections as the Acquiror may reasonably require and will cause the Company's officers and those of its Subsidiaries to furnish Parent on a timely basis the Acquiror with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries relating to the Assets and the Stores as the Acquiror may from time to time reasonably request, provided that no investigation pursuant to this Section 4.5(c) shall affect or be deemed to modify any of the representations or warranties made by the Company or any of the Operating Subsidiaries and each representation and warranty shall survive such investigation. (d) Between the date hereof and the Closing Date, the Company and the Operating Subsidiaries will provide the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion, and each of their respective employees and authorized representatives, reasonable access during normal business hours to all employees, offices, warehouses and other facilities and to all books and records of the Company and each of its Subsidiaries, including the Operating Subsidiaries, and will permit such firms to make such inspections as reasonably required in order to obtain the information necessary to render the Solvency Opinion and the Reasonably Equivalent Value Opinion. The Company will cause its officers and those of its Subsidiaries to furnish such firms with such financial and operating data and other information with respect to the financial condition, business, operations and properties of the Company and its subsidiaries Subsidiaries as Parent such firms may from time to time reasonably requestrequest in the course of their investigation. It is expressly understood among the parties that during the course of their engagement and at any time thereafter, except for the firms retained by Acquiror to deliver the Solvency Opinion and the Reasonably Equivalent Value Opinion will not provide confidential information covered by attorney-client privilege of the Company or subject any of its Subsidiaries to confidentiality (which the Acquiror. Notwithstanding the foregoing, such firms will be permitted to review such aspects of the confidential information shall be treated as they deem appropriate in accordance their professional judgment and report to the Acquiror concerning their satisfaction with the procedures put in place results of such review on rendering the opinions to Acquiror contemplated by Parent Section 4.7 and Section 4.8 without disclosing the content of the confidential information reviewed by them to Acquiror. (e) Between the date hereof and the Closing Date, the Company on or prior shall furnish to the date hereof). Except for disclosures expressly permitted by the terms Acquiror no later than one (1) business day following delivery thereof to management of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly such weekly and monthly financial statements and other data (financial, operational or indirectly, in confidence in accordance with the Confidentiality Agreement. (cotherwise) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions relating to the obligations operation of the parties Stores as are regularly prepared for distribution to consummate the TransactionsCompany management.

Confidentiality; Access to Information. (a) The parties acknowledge that Company and Parent and the Company have previously executed a mutual confidentiality agreementConfidentiality Agreement, dated as of June 22August 6, 2006 2003 (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms, and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) The Between the date hereof and the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Company shall: (i) afford will, and will cause its subsidiaries to, use commercially reasonable efforts to give Parent and its accountantsauthorized representatives (including Parent's external auditors) reasonable access to all employees, counselplants, advisors offices, warehouses and other representatives reasonable access, upon reasonable notice, facilities and to the properties (including for the purpose of performing such environmental tests all books and due diligence review as Parent may desire), books, records and personnel files of the current employees of Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, its subsidiaries as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours)require, and (ii) will cause its officers and its subsidiaries to furnish Parent on a timely basis with such financial and operating data and other information with respect to the business, operations business and properties of the Company and its subsidiaries as Parent may from time to time reasonably request. Between the date hereof and the Effective Time, except for Parent shall make available to Company, as reasonably requested by Company, a designated officer of Parent to answer questions and make available such information covered and documents regarding Parent as is reasonably requested by attorney-client privilege or Company taking into account the nature of the transactions contemplated by this Agreement. The access described in this Section 5.5(b) shall be subject to confidentiality (which information the granting party's reasonable security measures and insurance requirements. Company shall be treated in accordance with use commercially reasonable efforts to allow Parent access to the procedures put in place by Parent and the Company on or workpapers of its independent auditors prior to the date hereof). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality AgreementEffective Time. (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or Between the conditions to date hereof and the obligations earlier of the parties termination of this Agreement in accordance with its terms and the Effective Date, Company shall furnish to consummate Parent within two (2) business days following approval thereof by the Transactionsaudit committee of Company's Board of Directors (and in any event within thirty (30) business days after the end of each fiscal quarter) an unaudited balance sheet as of the end of such quarter and the related statements of earnings, stockholders' equity (deficit) and cash flows for the quarter then ended, all of such financial statements to be prepared in accordance with GAAP in conformity with the practices consistently applied by Company with respect to such financial statements.