Common use of Confidentiality Clause in Contracts

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. (a) From During the Term hereof and after the Distribution Dateat all times thereafter, each of NiSource and Columbia party (the “Receiving Party”) shall hold, keep confidential and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, not use except in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as performance of the Distribution Date transactions contemplated by this Agreement, any proprietary, technical or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information business information of the disclosing other party or (the “Disclosing Party”) including, without limitation, disclosure of the fact the Buyer has ordered Products; disclosure to any third party of its Affiliates obtained by such receiving party prior to the Distribution Dateany designs, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party specifications, trademarks, intellectual property tools provided by or on behalf of the disclosing party or Buyer to Seller; any of its Affiliates pursuant the terms associated with this Agreement; pricing information an any financial data; as well as other confidential and proprietary information related to patents, copyrights, trademarks, trade secrets, technological developments or other proprietary materials; all of which a party has obtained or may obtain during the Term of this Agreement, (collectively, the “Confidential Information”). The Receiving Party shall, at all times both during the term of this Agreement orand thereafter, to the extent not addressed keep all such Confidential Information in a Transaction Agreement, any agreement contemplated hereby, confidence and trust. The Receiving Party shall not use such Confidential Information (except other than as contemplated expressly permitted herein or by this Agreementthe Disclosing Party’s approval. The Receiving Party agrees to return to the Disclosing Party any written, such Transaction Agreement printed or any agreement contemplated hereby) and shall not release or disclose other materials embodying such Confidential Information and/ or materials, including all copies or excerpts thereof, given to or acquired by the Receiving Party in connection with this Agreement. The Receiving Party shall not directly or indirectly disclose to the public or to any other Person, except its Representatives, who shall be bound by nonessential person and/ or entity any of the provisions terms of this Section 9.8 or similar confidentiality obligationsAgreement without the Receiving Party’s prior approval, unless otherwise required to do so by any Law; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Receiving Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to Disclosing Party with prompt notice of any such requirement so that the Disclosing Party may seek an appropriate protective order or other remedyreliable assurance that confidential treatment will be accorded the Confidential Information. It is understood that the following shall not constitute Confidential Information and shall not be subject to the provisions of this agreement: (i) any information which is or becomes generally available to the public through no fault of the Receiving Party; (ii) any information which is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, which provided that such source is not known to us to be bound by a confidentiality agreement with the parties hereto Receiving Party; or (iii) any information that is independently developed by the Receiving Party without reliance on the Confidential Information. Each party acknowledges and agrees that damages at law will cooperate be an insufficient remedy to the other party in obtaining. In the event that such appropriate protective order any of the covenants contained in this Section are violated. Accordingly, in addition to any other remedies or other remedy is not obtainedrights that may be available to the Disclosing Party, the Disclosing Party shall also be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of Section 10, and in any proceeding in which the Disclosing Party attempts to specifically enforce any or all such covenants, each party whose Confidential Information is required to be disclosed hereby waives the defense that an adequate remedy at law exists. This Section shall survive the expiration or shall cause the other applicable party to furnish, or cause to be furnished, only that portion earlier termination of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthis Agreement.

Confidentiality. (a) From The parties acknowledge and after agree that during the Distribution DateTerm, each party may provide to the other party confidential and/or proprietary information that is designated or otherwise identified orally or in writing as confidential or proprietary or which, under the circumstances surrounding disclosure, the receiving party should know is treated as confidential by the other party, including but not limited to information or materials related to the business of NiSource and Columbia such party (the “Confidential Information”). Confidential Information shall holdinclude, and without limitation, notes, documents, memoranda, or other writings including any materials which copy or disclose Confidential Information. Each party shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, protect all such Confidential Information with at least the same degree of care that applies its uses to NiSourceprotect its own confidential information, but under no circumstances with not less than a reasonable degree of care. Each party shall not disclose, provide or permit any other person to obtain the Confidential Information except for such of its employees with a need to know such information solely for the purpose of performing a party’s confidential obligations under this Agreement and proprietary information pursuant to policies in effect as who are informed of the Distribution Date confidential nature of the Confidential Information. Such employees shall use the Confidential Information solely in connection with the performance of obligations under this Agreement and for no other purpose. Each party agrees to be responsible for any breach of this Section 22.5 by its employees. The confidentiality obligations set forth in this Section 22.5 shall not apply to any information that (i) is generally available to the public or such other procedures as may previously known to the public, (ii) can reasonably be adopted by demonstrated was known to the receiving party after prior to the Distribution Dateexecution of this Agreement, (iii) was obtained from a third party who did not, directly or indirectly, receive the same from the other party to this Agreement or from a party who was under an obligation of confidentiality to the other party to this Agreement, or (iv) was developed by either party independent of and without use or reference to any Confidential Information. Each receiving party shall, upon termination of this Agreement or at any time upon the request of the disclosing party, cease use of and promptly return or destroy all Confidential Information of the disclosing party or any of then in its Affiliates obtained by such receiving party prior possession together with all copies thereof and certify in writing to the Distribution Datesame. Notwithstanding the preceding, accessed by such receiving party pursuant Confidential Information may be disclosed to Section 9.1 any governmental, judicial or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use regulatory authority requiring and requesting such Confidential Information pursuant to any applicable law, regulation, ruling, or order, provided that: (a) such Confidential Information is submitted under any applicable provision, if any, for confidential treatment by such governmental, judicial or regulatory authority; and (b) except as contemplated by with respect to a party’s regular reporting requirements under this Agreement, prior to such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Persondisclosure, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party is given prompt notice of its intent the disclosure requirement so that it may take whatever action it deems appropriate, including intervention in any proceeding and the seeking of any injunction to make prohibit such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. (a) From and after the Distribution Date, With respect to each of NiSource the Facility Entities, the Investor and Columbia shall hold, and shall cause their respective SubsidiariesAffiliates, except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under this Agreement, such party will not itself use or intentionally disclose (and will not permit the use or disclosure by any of its Affiliates or its advisors, counsel and Representatives to holdpublic accountants (collectively, in strict confidence“advisors”)) of, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as directly or indirectly, any of the Distribution Date Principal Facility Documents or information furnished thereunder, or the Investment Documents or information furnished thereunder (the “Transaction”) and will use all reasonable efforts to have all such other procedures as may reasonably information kept confidential (consistent with its own practices) and not used in any way known to such party to be adopted by the receiving party after the Distribution Date, all Confidential Information detrimental to any of the disclosing others; provided that (i) any such party and its advisors may use, retain and disclose any such information to its special counsel and public accountants or any Governmental Authority, (ii) any such party and its advisors may use, retain and disclose any such information that has been publicly disclosed (other than by such party or any Affiliate thereof or any of its Affiliates obtained by advisors in breach of this Section 7.14(a)) or has rightfully come into the possession of such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party any Affiliate thereof or any of its Affiliates pursuant to this Agreement oradvisors other than from another party hereto or a Person acting on such other party’s behalf, (iii) to the extent not addressed in that any such party or any Affiliate thereof or its advisors is required or requested to disclose any such information as a Transaction Agreementresult of any Applicable Law or may have received a subpoena or other written demand under color of legal right for such information, any agreement contemplated herebysuch party or such Affiliate or advisor may disclose such information, but such party shall first, as soon as practicable upon receipt of such demand or request, furnish a copy thereof to the other parties and, if practicable so long as such party shall not use be in violation of such Confidential Information subpoena, demand or request or likely to become liable to any penalty or sanctions thereunder, afford the other parties reasonable opportunity, at any other party’s cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (except iv) disclosures to lenders, potential lenders or other Persons providing financing to the Facility Entities or any member in any Facility Entity, if such Persons have agreed to abide by the terms of this Section 7.14(a), (v) any such party and its advisors may disclose any such information and make such filings, as contemplated may be required by this Agreement, the other Investment Documents or the Principal Facility Documents, (vi) any such Transaction Agreement party and its Affiliates and advisors may disclose information relating to the Facilities (but not information relating to a member’s equity investment in any Facility Entity) to lenders, potential lenders or any agreement contemplated hereby) and shall not release or disclose such Confidential Information other Persons providing financing to any other Person, except its Representatives, who shall be bound by Person developing or proposing to develop the provisions remaining phases of the Facilities and potential purchasers of Membership Interests in such Person if such Persons have agreed to the terms of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B7.14(a) and (C), vii) any such party which is an insurance company or an Affiliate thereof may disclose such information to the extent that notwithstanding National Association of Insurance Commissioners and any rating agency requiring access to its investment portfolio. Notwithstanding anything herein to the foregoingcontrary, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia a Party may disclose, or permit disclosure of, Confidential Information disclose information to their respective auditors, attorneys, financial advisors, bankers its Affiliates and other appropriate Representatives who advisors in accordance with this Agreement if such Persons have a need to know such information and are informed of their obligation to hold such information confidential agreed with the other Parties in writing to the same extent as is applicable terms of this Section 7.14(a) and, additionally, the Class B Member and any of its Affiliates (including entities that become Affiliates subsequent to the Parties and in date hereof) may use any operational data with respect to the Facilities for the purpose of whose failure researching, analyzing, designing, improving, developing, manufacturing, installing, modifying or operating other fuel cell-powered electric generating facilities, whether similar to comply with such obligations, or different from the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationFacilities.

Confidentiality. (a) From and after the Distribution Date, each of NiSource Ralcorp and Columbia Post shall hold, and shall cause their respective SubsidiariesSubsidiaries and its and their directors, Affiliates officers, employees, agents, consultants, advisors, and Representatives other representatives (collectively, “Representatives”) to hold, in strict confidence, with at least the same degree of care that applies to NiSourceRalcorp’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party Party after the Distribution Date, all Confidential Information of the disclosing party Party or any of its Affiliates Subsidiaries obtained by such receiving party it prior to the Distribution Date, accessed by such receiving party it pursuant to Section 9.1 13.01 or furnished to such receiving party it by or on behalf of the disclosing party Party or any of its Affiliates Subsidiaries pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such a Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations13.08; provided, however, Confidential Information does not include information that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party Party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party Party without any obligation to keep it confidential by a Third Party under circumstances that which are not known to the receiving party Party to involve a breach of the Third Party’s obligations to a Party or Party, (C) was developed independently of information furnished or made available to the receiving party Party as contemplated under this Agreement (except, in the case of each of (A)Agreement, (BD) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof of which is permitted by this Agreement or any other Transaction Agreement or any other agreement entered into pursuant hereto, (E) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be prohibited by applicable Law); and provided further that NiSource and Columbia may discloseexpected to be detrimental to the interests of the other Party, or permit disclosure of(F) that the other Party has agreed in writing may be so used or disclosed. Each of Ralcorp and Post, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicablerespectively, shall promptly notify the other be responsible for any breach of the existence this Section 13.08 by any of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationits Representatives.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior Written submissions to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who panel shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; providedtreated as confidential, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or but shall be made available to the receiving party as contemplated under this Agreement Parties to the dispute and, where provided for in Article 19.10 (except, in the case of each of (AThird Parties), (B) and (C), the Third Parties. The Parties to the extent dispute, the Third Parties, and the panel shall treat as confidential, information submitted by a Party to the dispute or a Third Party to the panel which that notwithstanding Party has designated as confidential. For greater certainty, nothing in this paragraph shall preclude a Party to the foregoingdispute or a Third Party from disclosing statements of its own positions to the public, use provided that there is no disclosure of statements or disclosure thereof would information submitted by a Party to the dispute or a Third Party to the panel which that Party has designated as confidential. A Party to the dispute or a Third Party shall, on request of a Party, provide a non-confidential summary of the information contained in its written submissions that could be prohibited disclosed to the public. Additional Information and Technical Advice Each Party to the dispute and each Third Party shall respond promptly and fully to any request by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know panel for such information as the panel considers necessary and are informed appropriate. On request of their obligation to hold such information confidential a Party to the same extent as is applicable dispute or on its own initiative, a panel may seek additional information and technical advice from any individual or body which it deems appropriate. However, before doing so the panel shall seek the views of the Parties to the dispute. Where the Parties to the dispute agree that the panel should not seek the additional information or technical advice, the panel shall not do so. The panel shall provide the Parties to the dispute with any additional information or technical advice it receives and an opportunity to provide comments. Where the panel takes into account the additional information or technical advice in preparation of its report, it shall also take into account any comments by a Party to the dispute on the additional information or technical advice. Reports of the Panel The panel established pursuant to Article 19.11 (Establishment and Reconvening of a Panel) shall issue its interim report to the Parties and in respect to the dispute within 150 days of whose failure to comply with such obligationsthe date of its establishment. In cases of urgency including those which concern perishable goods, the applicable panel shall endeavour to issue its interim report within 90 days of the date of its establishment. In exceptional cases, if the panel established pursuant to Article 19.11 (Establishment and Reconvening of a Panel) considers it cannot issue its interim report within the period of time referred to in paragraph 14, it shall notify the Parties to the dispute of the reasons for the delay together with an estimate of the period within which it will issue its interim report to the Parties to the dispute. Any delay shall not exceed a further period of 30 days. A Party will to the dispute may submit written comments to the panel on its interim report within 15 days of the date of the receipt of the interim report. After considering any written comments by the Parties to the dispute on the interim report, the panel may make any further examination it considers appropriate and modify its interim report. The panel shall issue its final report to the Parties to the dispute within 30 days of the date of issuance of the interim report. The interim and final reports of the panel shall be responsibledrafted without the presence of the Parties to the dispute. Notwithstanding The panel shall circulate its final report to the foregoingother Parties within seven days of the date of issuance of the final report to the Parties to the dispute, and at any time thereafter a Party to the dispute may make the final report publicly available subject to the protection of any confidential information contained in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationfinal report.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Each Party shall hold, and shall use reasonable commercial efforts to cause their respective SubsidiariesAffiliates, Affiliates consultants and Representatives advisors to hold, in strict confidence, with at least confidence all Information concerning the same degree of care that applies other furnished to NiSource’s confidential and proprietary information it by the other Party or Parties or their representatives pursuant to policies in effect this Agreement (except to the extent that such Information (i) is or becomes generally available to the public other than as a result of the Distribution Date any action or such other procedures as may reasonably be adopted inaction by the receiving party after Party, (ii) was within the Distribution Date, all Confidential Information possession of the disclosing party or any of its Affiliates obtained by such receiving party Party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or it being furnished to such the receiving party Party by or on behalf of the disclosing party Party pursuant hereto, provided that the source of such Information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any of its Affiliates pursuant Person with respect to this Agreement orsuch Information, or (iii) is or becomes available on a non-confidential basis to the extent receiving Party from a source other than the disclosing Party, provided that the source of such Information was not addressed in bound by a Transaction Agreementconfidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any agreement contemplated herebyPerson with respect to such Information), shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and each Party shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need consultants and advisors, unless compelled to know disclose such information and are informed Information by judicial or administrative process or by other requirements of their obligation law or so as not to hold such information confidential violate the rules of any stock exchange; provided that in the case of disclosure compelled by judicial or administrative process, the receiving Party shall (to the same extent as is permitted by applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ilaw) above, each party hereto, as applicable, shall promptly notify the other disclosing Party promptly of the existence of such request or demand and shall provide the other a reasonable opportunity to documents requested thereby so that the disclosing Party may seek an appropriate protective order or other appropriate remedy. If, which in the parties hereto will cooperate absence of a protective order or other remedy or the receipt of a waiver hereunder, a Party is, in obtaining. In the event written opinion of its counsel, compelled to disclose any Information to any tribunal or other entity or else stand liable for contempt or suffer other censure or penalty, such Party may so disclose the Information without liability hereunder; provided that such Party gives written notice to the other Party or Parties of the Information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is practicable, uses all reasonable efforts to limit any such disclosure to the precise terms of such requirement and cooperates with the disclosing Party to obtain an appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure reliable assurance that confidential treatment is will be accorded to such informationinformation by the tribunal or other entity. Notwithstanding the foregoing, Sellers shall be entitled to use and disclose any Confidential Information for any legitimate reasonable business purpose, including without limitation, (1) for purposes under the Agreement, including resolving disputes, (2) for Tax reporting purposes, (3) in connection with disposition of Inventory and (4) resolving litigation.

Confidentiality. (a) From Each of Entity and after the Distribution Date, each of NiSource NDML acknowledge and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, agree that in strict confidence, connection with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or each Party will have access to certain trade-secrets and other non-public confidential information of the other during and in connection with its performance of Services hereunder (“Confidential Information”), and hereby agrees not to disclose any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any third party and not to use any such Confidential Information for any purpose other Person, except its Representatives, who than as strictly required for performance under this Agreement. All such Confidential Information is and shall remain the exclusive property of the disclosing Party and no license shall be bound granted or implied with respect to such Confidential Information by reason of the other Party’s access to such Confidential Information. Each Party agrees to protect the proprietary information of the other with the same standard of care and procedures used by each to protect its own proprietary information of similar importance but at all times using at least a reasonable degree of care. Each of the Parties, shall undertake such precautions such as is sufficient to enable it to comply with all the terms hereof and to ensure similar compliance thereof by each such employee / personnel and which binds each such employee / personnel to maintain complete and effective secrecy and confidentiality regarding any and all information whatsoever pertaining to the other Party which comes to their knowledge in the course of undertaking any work or services in pursuance of this Agreement. The receiving Party shall be relieved of this obligation of confidentiality to the extent any such information: Was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving Party; The receiving Party can prove, was known to it, without restriction, at the time of disclosure; Is disclosed by the provisions receiving Party with the prior written approval of the disclosing Party; The receiving Party can prove was independently known by the receiving Party without any use of the disclosing Party's Confidential Information and by employees or other agents of the receiving Party who have not had access to any of the disclosing Party's Confidential Information; or Becomes known to the receiving Party, without restriction, from a source other than the disclosing Party without breach of this Section 9.8 Agreement by the receiving Party and otherwise not in violation of the disclosing Party's rights. The obligation of the Parties set forth in Clause 8.1 hereinabove shall survive the termination of this Agreement and expire at the end of the first anniversary of the termination of this Agreement. Both Parties agree that the terms and conditions of this Agreement shall be treated as Confidential Information and that no reference to the terms and conditions of this Agreement or similar confidentiality obligationsto activities pertaining thereto can be made in any form without the prior written consent of the other Party; provided, however, that NiSource the general existence of this Agreement shall not be treated as Confidential Information and Columbia that either Party may disclose the terms and conditions of this Agreement: As required by any court or other governmental body; As otherwise required by law; To legal counsel of the Parties; In confidence, to accountants, banks, proposed investors or alliance partners, and financing sources and their respective Representatives may disclose advisors; In confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or In confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like. Entity also agrees that it shall protect the technology and the proprietary software of NDML/Third Party Service Provider and the Processing Mechanism. Entity shall ensure that that neither it nor any of its employees are privy to any information relating to Citizen details and information relating to passwords/pins and other private matters in respect of the Processing Mechanism. Entity shall not reverse engineer, decompile of disassemble any software disclosed by NDML/Third Party Service Provider. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use such information if, and only to the extent that, (i) a or disclosure of such information is compelled by judicial Confidential Information, or administrative process or, in the opinion of the receiving party’s counsel, by any other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this AgreementAgreement by Receiving Party, (B) has been furnished or made known and will co-operate with Disclosing Party in every reasonable way to the receiving party without any obligation to keep it confidential by a Third help Disclosing Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion regain possession of the Confidential Information and prevent its further unauthorised use. Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information at Disclosing Party’s request, or at Disclosing Party’s option, certify destruction of the same. The Parties acknowledge that is legally required monetary damages may not be a sufficient remedy for unauthorized disclosure of any confidential information / materials and that the Parties shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationdeemed proper.

Confidentiality. Each party (athe "Receiving Party") From shall and after shall require its subcontractors, agents, and employees to regard and preserve as confidential all financial, technical and business information of the Distribution Dateother party and all information that is identifiable to a particular individual related to the other party (the "Disclosing Party"), and each of NiSource and Columbia shall hold, and shall cause their respective SubsidiariesAffiliates, Affiliates clients, suppliers and Representatives other entities with whom they do business that is disclosed to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Receiving Party ("Confidential Information"). Without limitation of the Distribution Date or such other procedures as may reasonably foregoing, the AXP User Information shall be adopted by the receiving party after the Distribution Date, all considered AXP's "Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior Information". The Receiving Party agrees to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use hold such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) in trust and shall confidence for the Disclosing Party and not release or to disclose such Confidential Information to any person, firm or enterprise, or use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other Personparty, except its Representatives, who shall be bound unless authorized by the provisions Disclosing Party in writing, and even then, to limit access to and disclosure of such Confidential Information to its employees on a "need to know" basis only. Information shall not be considered "Confidential Information" to the extent, but only to the extent, that such information is: (i) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Section 9.8 Agreement or similar confidentiality obligationsany agreement with such third party; (iii) is or becomes publicly available through no wrongful act of the Receiving Party; or (iv) is independently developed by the Receiving Party without reference to any Confidential Information. Notwithstanding the foregoing the Receiving Party may make any disclosure required to be made by such Receiving Party under applicable law or an order, judgment, decree or subpoena of a court of competent jurisdiction if it determines in good faith that it is necessary to do so provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance Receiving Party shall give prior written notice to the other party of its intent to make such disclosure) or (ii) Disclosing Party so that the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Disclosing Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedyremedy and/or waive the provisions of this Agreement, which and the parties hereto Receiving Party will cooperate in obtainingwith the Disclosing Party to obtain such protective order. In the event that such appropriate protective order or other remedy is not obtainedobtained or the Disclosing Party waives, in writing, compliance with the relevant provisions of this Agreement, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, Receiving Party will furnish only that portion of the Confidential Information that which, in the written opinion of the Receiving Party's counsel, is legally required to be disclosed and shall take commercially and, upon the Disclosing Party's request use good faith reasonable steps efforts to ensure obtain assurances that confidential treatment is will be accorded to such informationConfidential Information.

Confidentiality. Each Party (athe “Receiving Party”) From agrees that it will, and after will cause its Affiliates and its and its Affiliates’ officers, directors, employees, accountants, consultants, advisors and agents to, hold all information concerning another Party (the Distribution “Disclosing Party”) or its Affiliates received by the Receiving Party from the Disclosing Party or its Affiliates (other than information which (i) becomes generally available to the public, (ii) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or its Affiliates, as the case may be, (iii) becomes available to the Receiving Party or, prior to the Closing Date, each the Business, on a non-confidential basis from a source other than the Disclosing Party or its Affiliates not reasonably known by the Receiving Party to be prohibited from disclosing such information to such persons by a contractual, legal or fiduciary obligation, (iv) is required or requested to be disclosed by Law or any Government Entity or Self-Regulatory Organization, (v) may be necessary or advisable to disclose in order to enforce any of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSourceReceiving Party’s confidential and proprietary information rights pursuant to policies this Agreement or any Ancillary Agreement, (vi) may be necessary or advisable to disclose in effect as of connection with any litigation, arbitration, mediation or other similar Legal Proceeding involving the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party Receiving Party or any of its Affiliates obtained by such receiving party prior or (vii) may be necessary or advisable to disclose in order for the Distribution DateReceiving Party or its Affiliates, accessed by such receiving party pursuant as applicable, to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates perform their respective obligations pursuant to this Agreement or, or the Ancillary Agreements) on a confidential basis and not voluntarily disclose (other than pursuant to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement legal process after an opportunity to restrict or any agreement contemplated herebyotherwise limit disclosure) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use Person such information if, and only to without the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion prior written consent of the receiving party’s counsel, by other requirements Disclosing Party for a period of Law (in which case such party will provide, to three years after the extent reasonably practicable under Receiving Party receives the circumstances, advance written notice to information from the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Disclosing Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. (a) From and after the Distribution Date, each of NiSource Xxxx Xxx, CoffeeCo and Columbia DutchCo shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s Xxxx Xxx’x confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party Party after the Distribution Date, all Confidential Information of the disclosing party Party or any of its Affiliates obtained by such receiving party Party prior to the Distribution Date, accessed by such receiving party Party pursuant to Section 9.1 11.1 or furnished to such receiving party Party by or on behalf of the disclosing party Party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any other agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 11.8 or similar confidentiality obligations; provided, however, that NiSource Xxxx Xxx, CoffeeCo and Columbia DutchCo and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving partyParty’s counsel, by other requirements of Law law (in which case such party Party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party Parties of its intent to make such disclosure) or (ii) the receiving party Party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this AgreementAgreement or other confidentiality obligation owed to the disclosing Party, (B) has been furnished or made known to the receiving party Party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party Party to involve a breach of the Third Party’s obligations to a any Party or (C) was developed independently of information furnished or made available to the receiving party Party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Lawlaw); . Each of Xxxx Xxx, CoffeeCo and provided further that NiSource and Columbia may discloseDutchCo, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicablerespectively, shall promptly notify the other be responsible for any breach of the existence this Section 11.8 by any of such request or demand and shall provide the other a reasonable opportunity its Representatives to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose whom it has disclosed Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationInformation.

Confidentiality. Except as otherwise provided in this Agreement, (a) From and after the Distribution Date, each of NiSource and Columbia shall holdProviding Party shall, and shall cause its affiliates (and their respective Subsidiariesaccountants, Affiliates counsel, consultants, employees and Representatives agents to holdwhom they disclose such information), to keep confidential all information in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as possession of the Distribution Date Providing Party that in any way relates to the Receiving Party and is received in connection with the provision of Administrative Services hereunder, and (b) the Receiving Party shall, and shall cause its affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information), to keep confidential all information in possession of the Receiving Party that relates to the Providing Party, is not information related to the Receiving Party and is received in connection with the receipt of Administrative Services hereunder. The provisions of this Section 16 do not apply to the disclosure by either party or their respective affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information) of any information (i) which is, or becomes, publicly available, other procedures as may reasonably be adopted than by the receiving party after the Distribution Date, all Confidential Information reason of a breach of this Section 16 by the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf affiliate of the disclosing party, (ii) received from a third party not bound by any confidentiality agreement with the other party, (iii) required by applicable law to be disclosed by that party, or any of its Affiliates pursuant (iv) necessary to establish such party’s rights under this Agreement oror the Separation and Distribution Agreement or other agreements executed in connection herewith or therewith, provided that in the case of clauses (iii) and (iv), the person intending to make disclosure of confidential information will promptly notify the party to whom it is obligated to keep such information confidential and, to the extent not addressed in a Transaction Agreementpracticable, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case provide such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which prevent public disclosure of such information. Upon the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion request of a Receiving Party and upon termination of the Confidential Information that is legally required relevant Administrative Service and/or this Agreement, each Providing Party shall provide the Receiving Party with any data or information generated with respect to be disclosed and the terminated Administrative Service(s) provided to the Receiving Party in a format usable by the Receiving Party. The Receiving Party shall take commercially reasonable steps to ensure that confidential treatment is accorded pay the cost, if any, of converting such informationdata or information into the appropriate format.

Confidentiality. Each of BEI and its Subsidiaries and Technologies and its Subsidiaries shall not use or permit the use of (awithout the prior written consent of the other) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates its consultants and Representatives advisors to hold, in strict confidence, with at least all information concerning the same degree of care other parties in its possession, its custody or under its control (except to the extent that applies to NiSource’s confidential and proprietary (A) such information pursuant to policies has been in effect as the public domain or becomes part of the Distribution Date or public domain through no fault of such other procedures as may reasonably be adopted party, (B) such information has been later lawfully acquired by the receiving such party, without an obligation of confidence, from a third party after the Distribution Datewho is legally free to disclose such information, all Confidential Information of the disclosing party (C) this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto permits such use or disclosure of its Affiliates obtained such information or (D) such information is independently developed by such receiving party prior without reference to such information) to the Distribution Dateextent such information (x) relates to the period up to the Effective Time, accessed by such receiving (y) relates to any Ancillary Agreement or (z) is obtained in the course of performing services for the other party pursuant to Section 9.1 or furnished to such receiving any Ancillary Agreement, and each party by or on behalf shall not (without the prior written consent of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebyother) and shall not otherwise release or disclose such Confidential Information information to any other Personperson, except its Representativessuch party's auditors and attorneys, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may unless compelled to disclose or use such information if, by judicial or administrative process or unless such disclosure is required by law and only such party has used commercially reasonable efforts to consult with the other affected party or parties prior to such disclosure. To the extent that, (i) that a disclosure of such information party hereto is compelled by judicial or administrative process orto disclose such information under circumstances in which any evidentiary privilege would be available, such party agrees to assert such privilege in good faith prior to making such disclosure. Each of the parties hereto agrees to consult with each relevant other party in connection with any such judicial or administrative process, including, without limitation, in the opinion determining whether any privilege is available, and further agrees to allow each such relevant party and its counsel to participate in any hearing or other proceeding (including, without limitation, any appeal of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, an initial order to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosuredisclose) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure and assertion of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationprivilege.

Confidentiality. Each of Sellers and Purchaser acknowledges that the information provided to it, its Affiliates or their Representatives (athe “Receiving Party”) From by the other party, such party’s Affiliates or their Representatives (the “Disclosing Party”) prior to the Effective Time in connection with this Agreement is subject to the Confidentiality Agreements. As of the Effective Time, the Confidentiality Agreements shall terminate. Following the Effective Time, all confidential information relating to the Disclosing Party and its Affiliates which was provided or conveyed to or obtained by Receiving Party in accordance with the applicable Confidentiality Agreement and any other information that the Disclosing Party furnished or furnish to the Receiving Party, or that the Bank and the Transferred Subsidiaries have maintained after the Distribution Closing or that the Sellers or any of their Affiliates retains or receives pursuant to Section 5.1, including any technical, scientific, trade secret or other proprietary information of a Disclosing Party (including the Bank and the Transferred Subsidiaries) with which the Receiving Party came or comes into contact in the course of the negotiation and consummation of the Transactions or retains or receives pursuant to Section 5.1, whether before or after the date of the applicable Confidentiality Agreement, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by a Disclosing Party that contain, reflect or are based upon such information, shall be and continue to be kept confidential by the Receiving Party for a period of two (2) years following the Closing Date, each except (i) pursuant to a Government Order, as required in any Action, or as otherwise required by applicable Law or administrative process (in which case the Receiving Party shall provide the Disclosing Party prompt notice thereof to the extent legally permissible and practical and shall cooperate with the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy); (ii) for information that is or becomes generally available to the public other than as a result of NiSource a breach of this Section 5.5 or the applicable Confidentiality Agreement; and Columbia (iii) to the extent that such information is or has become known to the Person receiving such information on a non-confidential basis from a source who to the Knowledge of such Receiving Party is not breaching any contractual, legal or fiduciary obligation or applicable Law by making such disclosure (in the case of information relating to the Bank or the Transferred Subsidiaries, this clause (iii) shall holdapply only to the extent that Sellers come to know such information after the Closing Date), and such Receiving Party shall not use, and shall cause their respective Subsidiariesits Affiliates not to use, Affiliates and Representatives to hold, the information described in strict confidence, this Section 5.5 in connection with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any conduct of its Affiliates obtained or its Affiliates’ businesses or for any other purpose, except as required for financial or tax reporting or by such receiving party prior applicable Law or as necessary to enforce the Distribution Date, accessed by such receiving party pursuant to Section 9.1 Receiving Party’s or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to Bank’s and the Transferred Subsidiaries’ (following the Closing) rights and remedies under this Agreement or, to or the extent not addressed in a other Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligationsDocuments; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information iffollowing the Closing, the Purchaser shall be deemed to be the Disclosing Party, and only Sellers shall be deemed to be the Receiving Party, for purposes of all information of or relating to the Bank and the Transferred Subsidiaries (except to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process orrelates to the Excluded Assets and Liabilities), in and, accordingly, after the opinion Effective Time, Purchaser shall not be subject to any of the receiving party’s counsel, by other requirements confidentiality restrictions set forth in this Section 5.5 with respect to such information of Law (in which case such party will provide, or relating to the extent reasonably practicable under Bank and the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationTransferred Subsidiaries.

Confidentiality. (a) From Demand Media and after the Distribution DateDemand Media Subsidiaries on the one hand, each and Rightside and the Rightside Subsidiaries on the other hand, shall not use or permit the use of NiSource and Columbia shall holdkeep, and shall cause their respective Subsidiaries, Affiliates and Representatives to holdkeep, confidential all information concerning the other Party in strict confidencetheir possession, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date their custody or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, under their control to the extent not addressed in a Transaction such information, (i) relates to or was acquired during the period up to the Effective Time, (ii) relates to any Ancillary Agreement, (iii) is obtained in the course of performing services for the other Party pursuant to any agreement contemplated herebyAncillary Agreement or (iv) is based upon or is derived from information described in the preceding clauses (i), (ii) or (iii), and each Party shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebywithout the prior written consent of the other) and shall not otherwise release or disclose such Confidential Information information to any other Person, except its Representativessuch Party’s auditors, who attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be bound deemed to have satisfied its obligation to hold confidential any information concerning or owned by the provisions of other Party or any Entity affiliated with the other Party, if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 9.8 or similar confidentiality obligations7.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that NiSource and Columbia and their respective Representatives may disclose the covenants in this Section 7.4 shall terminate with respect to any information not constituting a trade secret under applicable Law on the second anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial under any Ancillary Agreement or administrative process orother agreement, instrument or legal obligation). This Section 7.4 shall not apply to information (a) that has been in the opinion public domain through no fault of the receiving party’s counselsuch Party, (b) that has been later lawfully acquired from other sources by other requirements of Law such Party, provided that such source is not and was not bound by a confidentiality agreement, (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (iic) the receiving party can show use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (d) that such information (A) has been published or has otherwise become available to the general public is immaterial and its disclosure is required as part of the public domain without breach conduct of this Agreement, (B) has been furnished or made known that Party’s business and would not reasonably be expected to be detrimental to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach interests of the Third Party’s obligations to a other Party or (Ce) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request Party has agreed in writing may be so used or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationdisclosed.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Each Receiving Party shall holdkeep confidential, and shall cause their respective Subsidiaries, Affiliates and instruct its Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Datekeep confidential, all Confidential Information of the disclosing party or provided by any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished Disclosing Party to such receiving party Receiving Party, except as may otherwise be requested or required by (i) applicable Law or on behalf of stock exchange requirements or (ii) judicial or legal process or by any Governmental Entity, in which case the disclosing party or any of its Affiliates pursuant to this Agreement orReceiving Party will, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited permitted by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to provide the same extent as is applicable to the Disclosing Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence prompt written notice of such request or demand and shall provide requirement so that the other a reasonable opportunity to Disclosing Parties may seek an appropriate protective order (at the Disclosing Parties’ sole expense). For purposes hereof, “Confidential Information” shall not include any information that (A) was or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Section 8, (B) was or becomes available to the Receiving Party or any of its Representatives from a source other than a Disclosing Party; provided that the provision of such information from such source is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party, (C) at the time of disclosure is already in the possession of the Receiving Party or any of its Representatives; provided that such information is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party or (D) was independently developed by the Receiving Party or any of its Representatives on the Receiving Party’s behalf without reference to, incorporation of, or other remedy, which use of any Confidential Information. The Parties acknowledge that the parties hereto Company will cooperate in obtaining. In file the event License Agreement and the Aditech Addendum with the SEC promptly after the date of this Agreement and that such appropriate protective order the Company will also on or other remedy is not obtained, after the party whose Confidential Information is required to be disclosed shall or shall cause date of this Agreement make the other applicable party to furnish, or cause to be furnished, only that portion License Agreement and the Aditech Addendum publically available on its website as part of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationShareholder Meeting Materials.

Confidentiality. (a) From and after the Distribution Date, each of NiSource First Data and Columbia Western Union shall hold, and shall cause their respective Subsidiaries, Subsidiaries and Affiliates and Representatives its and their directors, officers, employees, agents, consultants, advisors, and other representatives (collectively, “Representatives”) to hold, in strict confidence, with at least the same degree of care that applies to NiSourceFirst Data’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Subsidiaries or Affiliates obtained by such receiving party it prior to the Distribution Date, accessed by such receiving party it pursuant to Section 9.1 14.1 or furnished to such receiving party it by or on behalf of the disclosing party or any of its Subsidiaries or Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction an Operating Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction an Operating Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations14.8; provided, however, that NiSource First Data and Columbia Western Union and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) ), or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that which are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party party hereto or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) ), and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Lawlaw); . Each of First Data and provided further that NiSource and Columbia may discloseWestern Union, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicablerespectively, shall promptly notify the other be responsible for any breach of the existence this Section 14.8 by any of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationits Representatives.

Confidentiality. (a) From Each Party (the "Receiving Party") shall, during the term of this Restated Agreement and for two years after the Distribution Dateits termination, each of NiSource and Columbia shall hold, keep confidential and shall cause their respective Subsidiariesits directors, Affiliates officers, affiliates, employees, contractors, agents and Representatives other representatives (including financial advisors, attorneys and accountants) (collectively, the "Representatives") to holdkeep confidential (except as required by applicable Law, and then only after compliance with subsection (b) of this Section), any and all documents and information conspicuously labeled "Confidential" (or in strict confidencethe case of information disclosed orally, with at least explicitly and unambiguously designated as "Confidential") (i) relating to the same degree Second Tie in the case of care information given to Con Edison or to the Transmission System in the case of information given to Central Xxxxxx, that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date is furnished or such other procedures as may reasonably be adopted disclosed by the receiving party after other Party (the Distribution Date"Disclosing Party") in connection with this Restated Agreement or (ii) learned by the Receiving Party during the course of performance of this Agreement (the "Confidential Information"). The term "Confidential Information" shall not include any such documents or information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Disclosing Party or its Representatives, all (ii) is developed by the Receiving Party or its Representatives independently and without use of, and does not contain or reflect, Confidential Information of furnished by the disclosing party Disclosing Party or any of its Affiliates obtained by such receiving party prior Representatives, or (iii) is or becomes available to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement orRepresentatives) which, to the extent best of the Receiving Party's knowledge after due inquiry, is not addressed in prohibited from disclosing such inforn1ation to the Receiving Party by a Transaction Agreementlegal, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement contractual or any agreement contemplated hereby) and fiduciary obligation to the Disclosing Party. The Receiving Party shall not release or disclose such Confidential Information to any person, other Person, except than to its Representatives, Representatives on a need to know basis and who shall be bound by have first been advised of the confidentiality provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure agreed to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationprovisions.

Confidentiality. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Lessee’s business (“Confidential Information”) to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) From and after protect the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives Confidential Information from disclosure to hold, in strict confidence, third parties with at least the same degree of care that applies to NiSource’s accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Notwithstanding the above, a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, lenders, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information). Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information pursuant confidentially and shall agree to policies abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 19.c(a), except as set forth in effect as Section 19.c(b). All Confidential Information shall remain the property of the Distribution Date disclosing Party and shall be returned to the disclosing Party or such other procedures as may reasonably destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be adopted irreparably injured by a breach of this Section 19.c(a) by the receiving party after Party or its Representatives or other person to whom the Distribution Date, all receiving Party discloses Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of Party and that the disclosing party or any of its Affiliates pursuant Party may be entitled to this Agreement orequitable relief, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) including injunctive relief and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process orspecific performance, in the opinion event of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations provision of this Section 19.c(a). To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a Party or (C) was developed independently breach of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (ASection 19.c(a), (B) and (C), but shall be in addition to the extent that notwithstanding the foregoing, use all other remedies available at law or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationequity.

Confidentiality. As used herein, “Confidential Information” shall mean all confidential information and trade secrets of each Party, whether now existing or hereafter acquired or developed, including, but not limited to, this Agreement, information relating to software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, product and business plans, business strategies, methodologies, pricing, materials, processes, programs, names of and relationships with vendors, customer or client lists, customer information, licensee names, contractual arrangements and similar other non-public or otherwise confidential, sensitive or proprietary information. The Party disclosing any of its Confidential Information is herein referred to as the “Disclosing Party” and the Party receiving the other Party’s Confidential Information is herein referred to as the “Receiving Party.” However, Confidential Information shall not include (a) From and after information that is publicly available, or hereafter becomes publicly available through the Distribution Date, each actions of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least parties other than the same degree of care that applies to NiSource’s confidential and proprietary Receiving Party (b) information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as becomes part of the public domain by publication or otherwise (except by a violation of this Agreement by the Receiving Party or its representatives); (c) information which was in the possession of the Receiving Party at the time of disclosure; (d) information which was independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; and (e) information which the Receiving Party received from a third party, provided that such information was not known by the Receiving Party to have been obtained by such third party unlawfully or in breach of this Agreementany confidentiality obligation. Each Receiving Party shall keep strictly confidential all Confidential Information communicated or otherwise made available by the Disclosing Party and shall use its best efforts to provide protection for the Disclosing Party’s Confidential Information, (B) has been furnished or made known including measures at least as strict as those the Receiving Party uses to the receiving party without protect its own Confidential Information. Except as required by law, neither Receiving Party shall reveal any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Disclosing Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and any third person (other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that than any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence Receiving Party’s or its affiliates’ employees, consultants, agents and advisors who are made aware of and have agreed to protect the confidential nature of such request or demand and shall provide information) without the other a reasonable opportunity to seek an appropriate protective order or other remedy, which prior written consent of the parties hereto will cooperate in obtainingDisclosing Party. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information either Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information subject to the rules of a court having competent jurisdiction, such Receiving Party shall use its diligent efforts to communicate such disclosure requirement promptly by written notice to the Disclosing Party in order to enable the Disclosing Party, at its sole discretion, to attempt to secure a protective order covering the Disclosing Party’s Confidential Information prior to the required disclosure. At the termination of this Agreement, any Confidential Information provided to a Receiving Party by a Disclosing Party under this Section 4.3 is to be disclosed returned, upon request, to the Disclosing Party; however, the Receiving Party may retain one copy of the Disclosing Party’s Confidential Information only for purposes of this Agreement and shall exercise the customary degree of care that it exercises in protecting its own confidential and proprietary information. Each Party hereby agrees that it will not make any public statements regarding this Agreement, the Project or shall cause the Parties’ relationship without first obtaining the prior written approval of the other applicable party to furnishParty, or cause to be furnished, only that portion of the Confidential Information that is legally except as required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationby law.

Confidentiality. (a) From Neither Party shall, and after the Distribution Date, each Party shall cause its respective Affiliates and its Affiliates’ personnel (including each of NiSource their accountants, legal advisers and Columbia shall holdother professional advisers) not to, and shall cause their respective Subsidiariesdisclose to any other Person or, Affiliates and Representatives except to holdthe extent necessary to perform its obligations hereunder or under a Selling Agreement, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all otherwise use any Confidential Information of the other Party; provided that a Party (or any of its Affiliates) may disclose Confidential Information (i) to the extent required pursuant to the Requirements of Law, in any report, statement, testimony or other submission to any Governmental Authority or (ii) in order to comply with any Requirement of Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Citigroup or Xxxx Xxxxx or any of their respective Affiliates, as the case may be, in the course of any litigation, investigation or administrative proceeding; provided, further, that if either Party or its Affiliates is, in the opinion of counsel to such Party, required by Requirements of Law to disclose any Confidential Information, such Party shall (x) to the extent such action would not violate or conflict with Requirements of Law, promptly notify the other Party of such Requirement of Law so that the non-disclosing party Party may, at its sole expense, seek an appropriate protective order and/or waive in writing the disclosing Party’s compliance with the provisions of this Agreement and (y) if, in the absence of a protective order or the receipt of a waiver hereunder, such Party or any of its Affiliates obtained by is nonetheless, in the opinion of counsel to such receiving party prior Party, compelled to disclose such Confidential Information, such Party, after notice to the Distribution Datenon-disclosing Party (unless such notice would violate or conflict with Requirements of Law), accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or may disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process orso required, in the opinion of the receiving party’s counsel, by other requirements Requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to Law. If requested by the other party of its intent to make such disclosure) or (ii) Party, the receiving party can show that Party disclosing such information shall (A) has been published exercise commercially reasonable efforts, at the non-disclosing Party’s sole expense, to obtain reliable assurances that the Confidential Information so disclosed will be accorded confidential treatment or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished cooperate with any attempt by the non-disclosing Party to obtain reliable assurances that the Confidential Information so disclosed will be accorded confidential treatment. Each Party agrees, and shall cause its Affiliates, to protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such as each Party uses to protect its own confidential information of a like nature. Neither Party, any of its Affiliates or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or their respective personnel (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of including each of (A)its respective Affiliates’ accountants, (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers legal advisers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to professional advisers) shall be liable for the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause as expressly permitted by this subsection (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationa).

Confidentiality. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) From and after protect the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives Confidential Information from disclosure to hold, in strict confidence, third parties with at least the same degree of care that applies to NiSource’s accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Notwithstanding the above, a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, lenders, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information). Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information pursuant confidentially and shall agree to policies abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 20(a), except as set forth in effect as Section 20(b). All Confidential Information shall remain the property of the Distribution Date disclosing Party and shall be returned to the disclosing Party or such other procedures as may reasonably destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be adopted irreparably injured by a breach of this Section 20(a) by the receiving party after Party or its Representatives or other person to whom the Distribution Date, all receiving Party discloses Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of Party and that the disclosing party or any of its Affiliates pursuant Party may be entitled to this Agreement orequitable relief, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) including injunctive relief and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process orspecific performance, in the opinion event of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations provision of this Section 20(a). To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a Party or (C) was developed independently breach of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (ASection 20(a), (B) and (C), but shall be in addition to the extent that notwithstanding the foregoing, use all other remedies available at law or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationequity.

Confidentiality. (a) From The Sub-Advisor on the one hand, and after the Distribution DateFund and the Advisor on the other hand, each acknowledges and agrees that during the course of NiSource their association with one another, each party (the “Receiving Party”) may receive and Columbia shall holdhave access to certain information, data, notes, analyses, records, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as materials of the Distribution Date or such other procedures as may reasonably be adopted by party (the receiving party after the Distribution Date“Disclosing Party”), including, without limitation, all Confidential Information information concerning the Fund, the Fund’s investment strategies, investors, research, systems used for purposes of portfolio evaluation and monitoring, pricing and valuing of financial instruments, each party’s business activities and the disclosing party or any terms of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or(collectively, to the extent “Confidential Information”). The term “Confidential Information” does not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, include information that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) was or becomes generally available to the public other than as a result of a disclosure of such information is compelled by judicial the Receiving Party or administrative process orits representatives in violation hereof, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published was or has otherwise become becomes available to the general public as part of Receiving Party on a non- confidential basis prior to its disclosure by the public domain without breach of this AgreementDisclosing Party or its representatives or agents to the Receiving Party or its representatives, (Biii) has been furnished or made known becomes available to the receiving party without any obligation to keep it Receiving Party or its representatives on a non-confidential by basis from a Third source other than the Disclosing Party under circumstances or its representatives or agents, provided that are such source is not known to the receiving party Receiving Party to involve be bound by a breach confidentiality agreement with the Disclosing Party or its representatives or agents or otherwise prohibited from transmitting the information to the Receiving Party or its representatives by a contractual, legal or fiduciary obligation, (iv) is independently developed by the Receiving Party or on its behalf, provided that such development was by the Receiving Party or on the Receiving Party’s behalf without the use of, or any reference to, the Confidential Information, or (v) information provided by the Sub-Advisor pursuant to Section 1(e) hereof. None of the Third Partyparties hereto shall disclose to third parties or use the other party's Confidential Information other than as permitted herein, absent the prior written consent of the other party; provided, however that either party may disclose any such Confidential Information regarding the other party, without the other party’s obligations consent: (x) to a Party its legal, accounting or other advisors acting in such capacities; (Cy) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each the Fund, to any of (A)the Fund’s existing or potential investors and financing counterparties upon request, (B) provided that any such requesting party is subject to like conditions of confidentiality; and (C)z) as required by law, to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may discloseorder of a court with appropriate jurisdiction, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other upon appropriate Representatives who have request during a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationregulatory examination.

Confidentiality. In connection with the Credit Facility and their respective obligations hereunder, each of the Obligors will be furnishing to the Credit Parties certain confidential information, including financial information relating to Obligors (any such confidential information and any other materials, documents, and information that the Obligors may furnish in connection with this agreement and their respective obligations hereunder, together with any analysis, compilations, studies or other documents prepared by any of the Credit Parties or their Representatives that contain or otherwise reflect such information or your review thereof, are collectively called the “Confidential Information”). Notwithstanding the foregoing, the term “Confidential Information” does not include information that (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date is or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become becomes available to the general public other than as part a result of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or terms of this agreement; (Cb) was developed independently of information furnished or made becomes available to the receiving party as contemplated under this Agreement Credit Parties or their Representatives on a non-confidential basis from a source other than the Obligors or any other Credit Party provided such source was not known by the recipient Credit Party or its Representatives to be prohibited from making such disclosure; or (exceptc) was independently developed by or for the Credit Party without use of or reference to the Confidential Information. Each Credit Party hereby agrees that neither it nor its Representatives will disclose to, or discuss with, any person, any of the Confidential Information, except that you may, in connection with the case of each of (A)ongoing evaluation and participation in the Credit Facility, (B) and (C), to disclose the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate your Representatives who have a need to know of such information and who are informed aware of their obligation to hold the confidential nature of such information confidential and you may disclose the foregoing to any Person if you have received the same extent prior written consent of the Borrower or as is otherwise required by applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsiblelaw or regulation. Notwithstanding the foregoing, in In the event that any demand Credit Party or request for disclosure of Confidential Information is made pursuant their Representatives become legally compelled to clause (i) above, each party hereto, as applicable, shall promptly notify the other disclose any of the existence of Confidential Information, such request Credit Party will, to the extent permitted by applicable law or demand and shall regulation, provide the other Borrower with prompt notice so that it may seek a reasonable opportunity to seek an appropriate protective order or other appropriate remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate a protective order or other remedy is not obtained, the party whose Credit Party or, as applicable, its Representatives shall only disclose such Confidential Information is as advised by its counsel as being required or necessary by law and in a manner reasonably designed to be disclosed shall or shall cause preserve, to the other applicable party to furnishgreatest extent possible, or cause to be furnishedsuch informations confidential nature. Notwithstanding the foregoing, only that portion of a Credit Party and its Representatives may disclose the Confidential Information to any regulatory or self-regulatory agency (including any bank regulatory authorities) having jurisdiction over the Credit Party or its Representatives in the course of routine reviews or audits for reasons consistent with the performance of such agency’s or regulatory body’s duties. Each Credit Party hereby agrees that, in the event of any breach by it or any of its Representatives of this Section 15.13, the Obligors will be entitled to seek equitable relief (including injunction and specific performance) in addition to all other remedies available at law or in equity and that is legally required to the Credit Party shall be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationliable for any breach by its Representatives of the terms of this Section 15.13.

Confidentiality. From the date hereof until the earlier to occur of (ai) From the execution of the Agreement and after (ii) the Distribution Datedate that is two (2) years following the date hereof (the “Confidentiality Period”), each Party shall treat as confidential the existence and terms of NiSource this Agreement and Columbia the Transaction (the “Transaction Information”). During the Confidentiality Period, all confidential or proprietary information provided to a Party by another Party or its representatives and all Transaction Information (collectively, the “Confidential Information”) shall holdbe kept in the strictest confidence and not disclosed to a third party or used by the Party receiving such information save and except for the consideration and completion of the Transaction or except as required by: (x) a court of competent authority (or by oral questions, and shall cause their respective Subsidiariesinterrogatories, Affiliates and Representatives to holdrequests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) or (y) any applicable legislation, law, regulation or listing requirement; provided that, in strict confidencethe case of either (x) or (y), with at least the same degree of care that applies Party proposing to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or make such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement ordisclosure shall, to the extent not addressed lawful and practicable, provide reasonable prior notice of the required disclosure (including a copy in writing of the proposed disclosure) to the other Parties, and shall cooperate with the other Parties on a Transaction Agreement, reasonable basis (at the other Parties’ cost and expense) to obtain a protective order or other remedy designed to provide assurance that confidential treatment will be accorded any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligationsso disclosed; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure if any Party or any of such information is their representatives becomes legally compelled by judicial or administrative process orare required pursuant to reporting obligations under applicable securities laws (including, without limitation, in the opinion connection with any beneficial ownership or similar reporting regime) to disclose any of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) Confidential Information or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that it is, on the advice of counsel, necessary under applicable law or regulation to disclose any demand or request for disclosure of the Confidential Information is made pursuant in order to enable such Party to trade in the securities of CPC with third parties, then, in either such event enumerated in the immediately preceding clause (i) aboveor clause (ii) of this proviso, each party hereto, as applicable, shall promptly notify the other of the existence of Party proposing to make such request or demand and shall disclosure will not be required to provide the other Parties with written notice or cooperate with them to obtain a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or any other remedy is not obtainedand shall instead, the party whose under such circumstances, be entitled to immediately thereupon make disclosure of such Confidential Information and such disclosure shall not constitute a breach of this Agreement nor result in any liability hereunder or otherwise. The foregoing restrictions in this Section 15 shall not apply to any information which is required or becomes generally available to the public, or which was known to such Party prior to its receipt of information from the other Party or which such Party obtained from an independent third party who obtained the information lawfully and was not known to be disclosed shall under an obligation of confidentiality with respect to the information. Any agreement to modify or shall cause terminate the other applicable party confidentiality requirements set out herein must be in writing and mutually agreed to furnish, or cause to be furnished, only that portion of by the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationParties.

Confidentiality. (a) From Cablevision and after the Distribution Date, each Cablevision Subsidiaries and AMC and the AMC Subsidiaries shall not use or permit the use of NiSource and Columbia shall holdkeep, and shall cause their respective Subsidiariesits consultants and advisors to keep, Affiliates and Representatives to holdconfidential all information concerning the other Party in its possession, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date its custody or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of under its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, control to the extent not addressed in a Transaction such information, (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other Party pursuant to any agreement contemplated herebyAncillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each Party shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebywithout the prior written consent of the other) and shall not otherwise release or disclose such Confidential Information information to any other Person, except its Representativessuch Party’s auditors, who attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be bound deemed to have satisfied its obligation to hold confidential any information concerning or owned by the provisions of other Party or its Group if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 9.8 or similar confidentiality obligations4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that NiSource and Columbia and their respective Representatives may disclose the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial under any Ancillary Agreement or administrative process orother agreement, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, instrument or legal obligation). This Section 4.4 shall not apply to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) that has been published in the public domain through no fault of such Party or (B) that has otherwise become available to been later lawfully acquired from other sources by such Party, (C) the general public use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (D) that is immaterial and its disclosure is required as part of the public domain without breach conduct of this Agreement, (B) has been furnished or made known that Party’s business and would not reasonably be expected to be detrimental to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach interests of the Third Party’s obligations to a other Party or (CE) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request Party has agreed in writing may be so used or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationdisclosed.

Confidentiality. (a) From and after the Distribution Date, each of NiSource Sabra and Columbia New Sun shall hold, and shall use its commercially reasonable efforts to cause their respective Subsidiariesits employees, Affiliates and Representatives to hold, in strict confidence, with at least confidence all Information concerning or belonging to the same degree of care that applies other party obtained by it prior to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or furnished to it by such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to or the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) Ancillary Agreements and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations6.07; provided, however, that NiSource Sabra and Columbia New Sun and their respective employees, Affiliates and Representatives may disclose or use such information if, and only Information to the extent that, that (ia) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving such party’s counsel, by other requirements of Law (in which case such party will provideLaw, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (iib) the receiving such party can show that such information Information was (Ai) has been published or has otherwise become available to such party after the general public as part Distribution Date from Third Party sources other than employees or former employees of either party hereto, their Affiliates, former Affiliates, Representatives or former Representatives, on a nonconfidential basis prior to its disclosure to such party after the Distribution Date by the other party, (ii) in the public domain without breach through no fault of this Agreementsuch party, (Biii) has been furnished or made known to the receiving lawfully acquired by such party without any obligation to keep it confidential by a from Third Party under circumstances sources other than employees or former employees of either party hereto, their Affiliates, former Affiliates, Representatives or former Representatives, after the time that are not known it was furnished to such party pursuant to this Agreement or the receiving party to involve a breach of the Third Party’s obligations to a Party Ancillary Agreements or (Civ) was is independently discovered or developed independently after the Distribution Date by employees of information furnished or made available such party. Each of Sabra and New Sun and their respective Representatives and Affiliates shall be deemed to the receiving party as contemplated have satisfied its obligations under this Agreement (except, in the case of each of (A), (B) and (C), Section 6.07 with respect to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential any Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to if it exercises the same extent care with regard to such Information as is applicable it takes to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsiblepreserve confidentiality for its own similar Information. Notwithstanding the foregoing, in the event confidentiality obligations regarding patient health information and other similar information of each Sabra Subsidiary that any demand or request for disclosure is a party to a Lease Agreement with a Subsidiary of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, New Sun shall promptly notify the other of the existence of such request or demand and shall provide the other be governed by a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required Business Associate Agreement to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded executed by each such informationSabra Subsidiary.

Confidentiality. (a) From Each Party shall hold in confidence and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose any document or information furnished by the other Party in connection with this Agreement, unless (i) compelled to disclose such Confidential Information document or information by judicial, regulatory or administrative process or other provisions of law or it reasonably believes it is necessary or advisable to disclose such document or information in connection with any PUCO or FERC regulatory proceeding; (ii) such document or information is generally available to the public; or (iii) such document or information was available to the receiving Party on a non-confidential basis from a third party, provided that the receiving Party does not know that such third party is prohibited from transmitting the document or information to the receiving Party by a contractual, legal or fiduciary obligation. Notwithstanding any other Personprovision of this Section 13.10, except a Party may disclose to its Representativesemployees, who shall be bound representatives, agents and rating agencies all documents and information furnished by the other Party in connection with this Agreement, provided that they have been advised of the confidentiality provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if13.10, and only further provided that in no event shall a document or information be disclosed in violation of the standard of conduct requirements established by FERC. The XXXX Supplier agrees that the XXXX Supplier’s data and information submitted in the Solicitation will be disclosed if required by any federal, state or local agency (including the PUCO) or by a court of competent jurisdiction. However, the Companies will endeavor to notify the XXXX Supplier in advance of such disclosure. In any event, none of the Companies, nor any of their employees or agents, will be responsible to the extent thatXXXX Suppliers or any other party, (i) a or liable for any disclosure of such data or information. Notwithstanding the above, the Companies reserve the right to use and communicate publicly to third parties any and all information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public and data submitted as part of the public domain Solicitation in any proceedings before FERC, the PUCO, and any other regulatory body and the courts, if the Companies deem it necessary or advisable, without the prior consent of, or notice to, the XXXX Supplier. The Parties agree that monetary damages may be inadequate to compensate a Party for the other Party’s breach of its obligations under this AgreementSection 13.10. Each Party accordingly agrees that the other Party shall be entitled to equitable relief, (B) has been furnished by way of injunction or made known otherwise, if the Party breaches or threatens to breach its obligations under this Section 13.10, which equitable relief shall be granted without bond or proof of damages, and the receiving party without any obligation to keep it confidential by a Third Party under circumstances shall not plead in defense that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof there would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other adequate remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationat law.

Confidentiality. (a) From The Selling Parties acknowledge and agree that from and after the Distribution Datedate hereof each Selling Party shall keep confidential any and all information (whether in oral or written form, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives electronically stored or otherwise) (i) that is related in any way to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party Company or any of its Affiliates obtained by such receiving party prior to Subsidiaries or the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) Buying Parties or (ii) received from another party that is related to this Agreement, any of the receiving party can show Ancillary Agreements or the transactions contemplated hereby and thereby (collectively, “Confidential Information”); provided that such information any Confidential Information that (Ai) has been published was or has otherwise become becomes generally available to the general public other than as part a result of a disclosure by the public domain without breach party receiving such Confidential Information in violation of this Agreement, (Bii) has been furnished was or made known becomes available to a party on a non-confidential basis from a source other than the receiving party without any obligation to keep it confidential by a Third Party under circumstances disclosing such Confidential Information or its Representatives; provided, further, that are such source was not known to the receiving party Selling Party to involve a breach of the Third Party’s obligations be bound by any agreement or obligation to a Party keep such information confidential, or (Ciii) was independently developed independently of information furnished by the party receiving such Confidential Information or made available its Representatives without reference to any Confidential Information, shall not be subject to the receiving party as contemplated under restrictions contained in this Agreement (except, in the case of each of (A), (B) and (C), Section 7.7. Notwithstanding anything to the extent that notwithstanding contrary contained herein, a party may disclose the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate its Representatives who have a need to know such information and Confidential Information to evaluate the Transactions or the transactions contemplated by the Ancillary Agreements, are informed of their obligation its confidential nature, and agree to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtainingabide by this Section 7.7. In the event that a Selling Party is required by Law, regulation, supervisory authority or other applicable judicial or governmental order to disclose any Confidential Information, such appropriate Selling Party shall provide Parent with prompt written notice, unless notice is prohibited by Law, of any such request or requirement so that Parent may seek a protective order or other remedy is not obtainedappropriate remedy. If, failing the entry of a protective order (which the party required to disclose will use its commercially reasonable efforts to obtain), the party whose Selling Party required to disclose the Confidential Information is, upon the advice of its counsel, compelled to disclose such Confidential Information, such Selling Party may disclose that portion of the Confidential Information that counsel advises that such Selling Party is required compelled to disclose and will exercise commercially reasonable efforts to obtain assurance to the extent possible that confidential treatment will be disclosed shall or shall cause the other applicable party accorded to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally being disclosed. In any event, any Selling Party required to be disclosed and shall take disclose the Confidential Information will use its commercially reasonable steps to ensure efforts to, and will not oppose action by Parent to, obtain an appropriate protective order or other reliable assurance that confidential treatment is will be accorded such informationthe Confidential Information. The Selling Parties’ obligations under this Section 7.7 shall survive the Closing Date until the second anniversary thereof, provided that if this Agreement terminates prior to the Closing, this Section 7.7 shall terminate concurrently with the Agreement.

Confidentiality. Each Party (aa “Receiving Party“) From understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, End-User information, software, specifications, research and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential development and proprietary information pursuant to policies algorithms or other materials that is disclosed in effect a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as of confidential, whether or not the Distribution Date specific designation “confidential” or such other procedures as may reasonably be adopted by the receiving party after the Distribution Dateany similar designation is used (“Confidential Information“). The Receiving Party agrees, all for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the disclosing party or any of its Affiliates obtained Disclosing Party furnished to it by such receiving party Disclosing Party without the prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf written approval of the disclosing party Disclosing Party in each instance. The Parties agree that if disclosure is made to their professional advisors, auditors or any of its Affiliates pursuant to bankers this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use done subject to each party procuring each such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving partyrecipient’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation agreement to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable if such recipient were party to this agreement. The foregoing obligations shall not extend to any information to the Parties and in respect of whose failure to comply with extent that the Receiving Party can demonstrate that such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause information (i) abovewas at the time of disclosure or, each party hereto, as applicable, shall promptly notify to the other extent that such information thereafter becomes through no fault of the existence Receiving Party, a part of such request the public domain by publication or demand otherwise; (ii) was already properly and shall provide lawfully in the other Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a reasonable opportunity third party who was under no obligation of confidentiality to seek an appropriate protective order the Disclosing Party with respect thereto, or other remedy, which (iv) is independently developed by the parties hereto will cooperate in obtainingReceiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information Receiving Party is required to be disclosed disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or shall cause requirement or seek confidential treatment for such information. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other applicable party to furnish, or cause to be furnished, only that portion all of the such other Party’s Confidential Information that is legally required reduced to be disclosed and shall take commercially reasonable steps one or more writing, drawing, schematic, tape, disk or other form of documentation, or to ensure certify to the Disclosing Party in writing that confidential treatment all such material has been destroyed, however, destruction is accorded such informationonly permitted after Disclosing Party’s prior approval.

Confidentiality. The contents of this Agreement and any information or items marked confidential or identified as confidential by written notice to the receiving party delivered within thirty (a30) From and after days of delivery of the Distribution Date, each of NiSource and Columbia shall holdinformation or item furnished by either party to the other party under or relating to this Agreement may not be divulged by the receiving party to any third party, and such information shall cause their respective Subsidiariesnot be used by the receiving party for any purpose other than in connection with this Agreement without the prior written consent of the disclosing party; provided, Affiliates however, the obligations of confidentiality, nondisclosure and Representatives non-use shall not apply to holdinformation that (i) is already in, or subsequently comes into, the public domain other than through a violation of this Agreement, (ii) is received by the non-disclosing party on a non-confidential basis from a source which is not prohibited from disclosing such information pursuant to any legal, contractual or fiduciary obligation to the disclosing party, (iii) was already known by the receiving party, as established by written documentation only, at the time of receipt from the disclosing party, (iv) is independently developed, and (v) is required by a court of law or by any governmental, regulatory or administrative agency, body or tribunal to be disclosed by the receiving party, provided that the receiving party gives the disclosing party timely prior notice of such requirement and the receiving party reasonably cooperates with the disclosing party in strict confidenceany attempt made by the disclosing party to obtain protection for such Confidential Information. In protecting the Confidential Information of the disclosing party, with at least the receiving party shall use the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies it uses for its own Confidential Information, but in effect as no event less than a reasonable degree of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsiblecare. Notwithstanding the foregoing, in each party shall have the event that any demand or request for disclosure of right to disclose the other party’s Confidential Information is made pursuant to clause (i) abovesuch of its consultants, each party heretoaccountants, as applicablefinancial advisors, shall promptly notify the outside counsel and other of the existence of such request or demand and shall provide the other representatives with a reasonable opportunity bona fide need to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of know the Confidential Information that is legally required for the purpose of this Agreement or to be disclosed potential investors (each, a “Representative”). Prior to any such disclosure to a Representative, the receiving party shall have informed the Representative of the requirements of this Agreement and shall take commercially reasonable steps have obtained from such Representative an agreement requiring the Representative to ensure that confidential treatment is accorded such informationprotect the Confidential Information under terms and conditions substantially similar to those contained herein. Each party shall be responsible for any breach of this Agreement by its Representatives. The covenants contained in this Section shall survive the termination of this Agreement, regardless of the cause of the termination, for a period of five (5) years from termination of the Agreement.

Confidentiality. Each Party (aa “Receiving Party“) From understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, End-User information, software, specifications, research and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential development and proprietary information pursuant to policies algorithms or other materials that is disclosed in effect a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as of confidential, whether or not the Distribution Date specific designation “confidential” or such other procedures as may reasonably be adopted by the receiving party after the Distribution Dateany similar designation is used (“Confidential Information“). The Receiving Party agrees, all for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the disclosing party or any of its Affiliates obtained Disclosing Party furnished to it by such receiving party Disclosing Party without the prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf written approval of the disclosing party Disclosing Party in each instance. The Parties agree that if disclosure is made to their professional advisors, auditors or any of its Affiliates pursuant to bankers this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use done subject to each Party procuring each such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving partyrecipient’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation agreement to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable if such recipient were party to this agreement. The foregoing obligations shall not extend to any information to the Parties and in respect of whose failure to comply with extent that the Receiving Party can demonstrate that such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause information (i) abovewas at the time of disclosure or, each party hereto, as applicable, shall promptly notify to the other extent that such information thereafter becomes through no fault of the existence Receiving Party, a part of such request the public domain by publication or demand otherwise; (ii) was already properly and shall provide lawfully in the other Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a reasonable opportunity third party who was under no obligation of confidentiality to seek an appropriate protective order the Disclosing Party with respect thereto, or other remedy, which (iv) is independently developed by the parties hereto will cooperate in obtainingReceiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information Receiving Party is required to be disclosed disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or shall cause requirement or seek confidential treatment for such information. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other applicable party to furnish, or cause to be furnished, only that portion all of the such other Party’s Confidential Information that is legally required reduced to be disclosed and shall take commercially reasonable steps one or more writing, drawing, schematic, tape, disk or other form of documentation, or to ensure certify to the Disclosing Party in writing that confidential treatment all such material has been destroyed, however, destruction is accorded such informationonly permitted after Disclosing Party’s prior approval.

Confidentiality. Each Party (athe "Receiving Party") From shall, during the term of this Restated Agreement and for two years after the Distribution Dateits termination, each of NiSource and Columbia shall hold, keep confidential and shall cause their respective Subsidiariesits directors, Affiliates officers, affiliates, employees, contractors, agents and Representatives other representatives (including financial advisors, attorneys and accountants) (collectively, the "Representatives") to holdkeep confidential (except as required by applicable Law, and then only after compliance with subsection (b) of this Section), any and all documents and information conspicuously labeled "Confidential" (or in strict confidencethe case of information disclosed orally, with at least explicitly and unambiguously designated as "Confidential") (i) relating to the same degree Second Tie in the case of care information given to Con Edison or to the Transmission System in the case of information given to Central Xxxxxx, that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date is furnished or such other procedures as may reasonably be adopted disclosed by the receiving party after other Party (the Distribution Date"Disclosing Party") in connection with this Restated Agreement or (ii) learned by the Receiving Party during the course of performance of this Agreement (the "Confidential Information"). The term "Confidential Information" shall not include any such documents or information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Disclosing Party or its Representatives, all (ii) is developed by the Receiving Party or its Representatives independently and without use of, and does not contain or reflect, Confidential Information of furnished by the disclosing party Disclosing Party or any of its Affiliates obtained by such receiving party prior Representatives, or (iii) is or becomes available to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement orRepresentatives) which, to the extent best of the Receiving Party's knowledge after due inquiry, is not addressed in prohibited from disclosing such inforn1ation to the Receiving Party by a Transaction Agreementlegal, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement contractual or any agreement contemplated hereby) and fiduciary obligation to the Disclosing Party. The Receiving Party shall not release or disclose such Confidential Information to any person, other Person, except than to its Representatives, Representatives on a need to know basis and who shall be bound by have first been advised of the confidentiality provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure agreed to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtainingprovisions. In the event that the Receiving Party or any of its Representatives is requested pursuant to, or required by, Applicable Legal Requirements or ISO Rules to disclose any of the Confidential Information, the Receiving Party shall notify the Disclosing Party promptly so that the Disclosing Party may seek a protective order or other appropriate remedy or, in the Disclosing Party's sole discretion, waive compliance with the terms of this Section. In the event that no such appropriate protective order or other remedy is not obtained, or that the party whose Confidential Information is required to be disclosed Disclosing Party does not waive compliance with the terms of this Section, the Receiving Party shall or shall cause the other applicable party to furnish, or cause to be furnished, furnish only that portion of the Confidential Information that which the Receiving Party is advised by counsel is legally required to be disclosed and shall take commercially exercise its reasonable steps best efforts to ensure obtain reliable assurance that confidential treatment will be accorded the Confidential Information so furnished. Notwithstanding anything in this Section 5.03 to the contrary, if the FERC or its staff, or the PSC or its staff, during the course of an investigation, a review of a rate case filing, or as per terms of a rate case agreement, or otherwise, requests information from one of the Parties that is accorded otherwise required to be maintained in confidence pursuant to this Restated Agreement, the Party shall provide the requested information to the FERC or its staff or the PSC or its staff, within the time provided for in the request for information. In providing the information to the FERC or its staff, or the PSC or its staff, the Party shall, consistent with 18 C.F.R. Section 388.112, request that the information be treated as confidential and non-public by the FERC and its staff or the PSC or its staff, and that the information be withheld from public disclosure. The Party shall notify the other Party, when it is notified by the FERC or its staff, or the PSC or its staff, that a request for disclosure of, or decision to disclose, confidential information has been received, at which time either of the Parties may respond before such informationinformation would be made public, pursuant to 18 C.F.R. Section 388.112. By providing Confidential Information, neither Party makes any warranties or representations as to its accuracy or completeness. In addition, by supplying Confidential Information, neither Party obligates itself to provide any particular information or Confidential Information to the other Party nor to enter into any further agreements or proceed with any other relationship or joint venture. Each Party shall use at least the same standard of care to protect Confidential Information as it uses to protect its own confidential information from unauthorized disclosure, publication or dissemination. Upon termination of this Restated Agreement for any reason, each Party shall, promptly upon receipt of a written request from the other Party, destroy, erase or delete or return to the other Party, without retaining copies thereof, any and all written or tangible Confidential Information received from the other Party.

Confidentiality. (a) From and after For the Distribution Date, each purposes of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebyis and shall be considered throughout and during a period between five (5) and shall not release ten (10) years (dependent of type of study) after the term or disclose such Confidential Information termination of this Agreement as confidential information (hereinafter referred to any other Personas “CONFIDENTIAL INFORMATION”), except its Representativeswhether marked as “confidential” or not, who shall be bound all information received by the provisions SPONSOR from the INSTITUTION and/or INVESTIGATOR, including but not limited to proprietary information, trade secret, unpublished data, know-how (hereafter “INSTITUTION’s Confidential Information”); all information received by the INSTITUTION and/or the INVESTIGATOR from the SPONSOR, including but not limited to proprietary information, trade secret, unpublished data, know-how (hereafter “SPONSOR’s Confidential Information”); all data, databases, documents, reports and other information developed with respect to the SPONSOR or in the performance of this Section 9.8 or similar confidentiality obligations; providedas a result of the Study by the SPONSOR, however, that NiSource and Columbia and the INSTITUTION or the INVESTIGATOR or their respective Representatives may disclose employees, agents, subcontractors or use such information if, and only to the extent thatparticipants. CONFIDENTIAL INFORMATION notably includes but is not limited to, (i) a disclosure of such information is compelled by judicial or administrative process orthis Agreement, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show CRF, (iii) [INSERT list of documents]. CONFIDENTIAL INFORMATION does not include information that such information (A) has been published at the time of disclosure thereof is or has otherwise become available to the general public as thereafter becomes part of the public domain without breach through no breach, fault or omission of this Agreement, (B) has been furnished or made known to the receiving Party or of their respective employees, agents, Subcontractors or participants; at the time of disclosure thereof by the disclosing Party, is already in the receiving Party's lawful possession as evidenced by the receiving Party's competent written records and not subject to prior confidentiality obligations; the receiving Party receives from a third party who has the right to disclose the same and who did not obtain such information in violation of the disclosing Party’s rights; is independently developed by the receiving Party without any obligation the use of CONFIDENTIAL INFORMATION as evidenced by the receiving Party's written records and is not subject to keep it confidential confidentiality obligations; the receiving Party is required to disclose by applicable law, by a Third Party under circumstances court or by a governmental authority, provided that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify notifies the other of the existence disclosing Party of such request or demand and shall provide requirement prior to disclosure in order to allow them the other a reasonable opportunity to oppose the requirement or seek an appropriate protective order order; (ii) discloses only that CONFIDENTIAL INFORMATION required to comply with the legal requirement and (iii) continues to maintain the confidentiality of this CONFIDENTIAL INFORMATION with respect to all other third parties. The burden of proving the applicability of any of these exceptions resides with the receiving Party. The receiving Party shall hold such CONFIDENTIAL INFORMATION in strict confidence and shall only disclose CONFIDENTIAL INFORMATION on a need-to-know basis to their agents, employees, subcontractors or other remedyparticipants who are directly involved in the conduct or monitoring of the Study. The receiving Party shall further use the CONFIDENTIAL INFORMATION only for the purpose of fulfilling their respective obligations under this Agreement. The receiving Party shall not disclose to any third party any of the CONFIDENTIAL INFORMATION without specific prior, which express written authorisation from the parties hereto disclosing Party with respect to such disclosure, except for publication in accordance with article 6.3 of this Agreement. The receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized disclosure or use of the CONFIDENTIAL INFORMATION and will cooperate collaborate with the disclosing Party in obtainingevery reasonable way to assist the disclosing Party regaining the possession of the CONFIDENTIAL INFORMATION and prevent its further unauthorized use or disclosure. In The CONFIDENTIAL INFORMATION is and shall remain the event exclusive property of the disclosing Party. The disclosure of CONFIDENTIAL INFORMATION does not grant any expressed or implied rights or license to the receiving Party to any Intellectual Property Rights possessed by the disclosing Party. Except for essential documents of the investigation master file and the copies of SPONSOR’s CONFIDENTIAL INFORMATION that such appropriate protective order the INSTITUTION and/or the INVESTIGATOR are required to keep for regulatory purposes or other remedy is not obtainedby law, the party whose Confidential Information is INSTITUTION and the INVESTIGATOR shall at the end of the Study and within thirty (30) days following the written request of the SPONSOR destroy or return to the SPONSOR all SPONSOR’s CONFIDENTIAL INFORMATION, including without limitation all copies and translations thereof. If requested by the SPONSOR, such destruction shall be promptly confirmed in writing by the INSTITUTION or the INVESTIGATOR The INSTITUTION and the INVESTIGATOR understand and agree that the CONFIDENTIAL INFORMATION generated in the performance of or as a result of the Study can be used in connection with the development of the Study Device / Software and may therefore be disclosed by the SPONSOR as required to be disclosed shall notably other clinical investigators, regulatory or shall cause the other applicable party to furnish, health authorities or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationgovernmental agencies.

Confidentiality. (a) From and after In the Distribution Datecourse of its services under this Agreement, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives party will have access to hold, in strict confidence, with at least Confidential Information (as defined below) concerning the same degree of care other party. The parties agree that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably all Confidential Information will be adopted treated by the receiving party after as confidential in all respects. The parties hereby agree that they and their dealers, affiliates and representatives shall, as appropriate: (i) use the Distribution Date, all Confidential Information solely for the purposes of the disclosing engagement hereunder; and (ii) not disclose any Confidential Information to any other party except to those of their representatives who need to know such information for the purposes of the engagement hereunder and who have been advised of such confidentiality restrictions. The term “Confidential Information” shall mean all information, whether written or oral, which is or has been disclosed by one party or its affiliates, agents or representatives to the other party or any of its Affiliates representatives in connection with the Offering and the transactions contemplated hereby, which is not in the public domain, but shall not include: (i) information which is publicly disclosed other than by the recipient party in violation of this Agreement; (ii) information which is obtained by the recipient party from a third party that (x) has not violated, or obtained such receiving party prior information in violation of, any obligation to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant affiliates with respect to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation (y) does not require the recipient party to hold refrain from disclosing such information; and (iii) information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall by the recipient party or shall cause its outside counsel under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order of any court or governmental or regulatory body to whose supervisory authority the other applicable recipient party is subject; provided that, in such circumstance, the recipient party will give the disclosing party prior written notice of such disclosure and cooperate with the disclosing party to furnishminimize the scope of any such disclosure. The parties’ obligation under this Section 9 shall continue after the date of expiration, termination or cause to be furnished, only that portion completion of this Agreement or the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationPlacement Agent’s engagement hereunder.

Confidentiality. (a) From and after the Distribution Date, each of NiSource Kxxxxxxx-Xxxxx and Columbia Neenah shall hold, and shall cause their respective Subsidiariesdirectors, Affiliates officers, employees, agents, consultants, advisors and Representatives other representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s Kxxxxxxx-Xxxxx’x confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party applicable Party after the Distribution Date, all Confidential Information of non-public information concerning or belonging to the disclosing party other Party or any of its Subsidiaries or Affiliates obtained by such receiving party it prior to the Distribution Date, accessed by such receiving party it pursuant to Section 9.1 12.1, or furnished to such receiving party it by or on behalf of the disclosing party other Party or any of its Subsidiaries or Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, or any agreement or document contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreementincluding, such Transaction Agreement or without limitation, any agreement contemplated hereby) trade secrets, technology, know-how and other non-public, proprietary intellectual property rights licensed pursuant to the Intellectual Property License Agreements and shall not release or disclose such Confidential Information information to any other Person, except its Representativestheir representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations12.7; provided, however, that NiSource Kxxxxxxx-Xxxxx and Columbia Neenah and their respective Representatives directors, officers, employees, agents, consultants, advisors and other representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving partysuch Party’s counsel, by other requirements of Law law (in which case such party the disclosing Party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party Party of its intent to make such disclosure) ), or (ii) the receiving party such Party can show that such information (A) has been is published or has is or otherwise become becomes available to the general public as part of the public domain without breach of this Agreement, ; (B) has been furnished or made known to the receiving party recipient without any obligation to keep it confidential by a Third Party third party under circumstances that which are not known to the receiving party recipient to involve a breach of the Third Partythird party’s obligations to a Party or hereto; (C) was developed independently of information furnished or made available to the receiving party as contemplated recipient under this Agreement Agreement; or (except, D) in the case of each of (A)information furnished after the Distribution Date, (B) and (C), was not known to the extent that notwithstanding recipient at the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed time of their obligation to hold such information confidential the Distribution but became known to the same extent as is applicable recipient prior to the Parties and in respect time of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify receipt thereof from the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationParty.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Each Party shall holdkeep confidential, and shall cause instruct its officers and employees and, solely when acting in their capacity as the following, attorneys and other advisors and representatives (collectively “Representatives”) to keep confidential, information relating to the other Parties, the Biogen Parties and their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or provided by such other procedures as may reasonably be adopted by Parties, the Biogen Parties or any of their respective Affiliates (each a “Disclosing Party” and, collectively with its respective Affiliates, the “Disclosing Parties”) to such receiving party after the Distribution Date, all Confidential Information of the disclosing party Party or any of its Affiliates obtained by such receiving party prior to (a “Receiving Party” and, collectively with its respective Affiliates, the Distribution Date, accessed by such receiving party “Receiving Parties”) and its Representatives pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to in connection with this Agreement or(the “Confidential Information”), except as may otherwise be requested or required by (i) applicable Law or stock exchange requirements or (ii) judicial or legal process or by any Governmental Entity, in which case the Receiving Party will, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited permitted by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to provide the same extent as is applicable to the Disclosing Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence prompt written notice of such request or demand and shall provide requirement so that the other a reasonable opportunity to Disclosing Parties may seek an appropriate protective order (at the Disclosing Parties’ sole expense). For purposes hereof, “Confidential Information” shall not include any information that (A) was or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Section 7, (B) was or becomes available to the Receiving Party or any of its Representatives from a source other than a Disclosing Party; provided that the provision of such information from such source is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party, (C) at the time of disclosure is already in the possession of the Receiving Party or any of its Representatives; provided that such information is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party or (D) was independently developed by the Receiving Party or any of its Representatives on the Receiving Party’s behalf without reference to, incorporation of, or other remedy, which use of any Confidential Information. The Parties acknowledge that Forward Pharma will file the parties hereto License Agreement and the Aditech Addendum with the SEC promptly after the date of this Agreement and that Forward Pharma will cooperate in obtaining. In also on or after the event that such appropriate protective order or other remedy is not obtained, date of this Agreement make the party whose Confidential Information is required to be disclosed shall or shall cause License Agreement and the other applicable party to furnish, or cause to be furnished, only that portion Aditech Addendum publically available on its website as part of the Confidential Information that is legally required materials distributed to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthe holders of its Ordinary Shares in advance of the Shareholders’ Meeting.

Confidentiality. Each party acknowledges that by reason of the relationship created between the parties by this Agreement, it may have access to certain non-public information of substantial value concerning the other party's business, operations, strategic plans, customers, suppliers, technology, competition and employees (“Confidential Information”), which value would be impaired if such Confidential Information were disclosed to third parties or used other than for purposes expressly authorized hereunder. Without limiting the foregoing, but for avoidance of doubt the terms of this Agreement, and any performance, warranty and like information relating to the Product (by whomsoever generated or communicated) will be considered the Confidential Information of Apparent. Accordingly, each party agrees (a) From and after to maintain all Confidential Information received from the Distribution Dateother, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to holdin whatever form disclosed, in strict confidence, with at least the same degree of care that applies (b) not to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date disclose or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing party, and (c) not to use the Confidential Information of the other Personparty except as required in the performance of its obligations or the exercise of its rights hereunder. The foregoing obligations shall not apply to Confidential Information of a disclosing party that, except its Representatives, who shall as can be bound reasonably demonstrated with admissible evidence by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, receiving party: (i) is or becomes a disclosure matter of such information is compelled by judicial public knowledge though no action or administrative process or, in the opinion omission of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or ; (ii) was rightfully in the receiving party can show that such information party’s possession without restrictions on use or disclosure prior to its disclosure by the disclosing party; (Aiii) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to is rightfully obtained by the receiving party without any an obligation of confidentiality from a third party who has no obligation of confidentiality, direct or indirect, to keep it confidential the disclosing party; (iv) is independently developed by a Third Party under circumstances that are not known to the receiving party without reference to involve a breach of the Third Partydisclosing party’s obligations to a Party Confidential Information; or (Cv) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed by a court or other authorized tribunal, and then only to the extent of such requirement and only after given prompt notice of the requirement to the disclosing party. Upon the written request of the disclosing party (subject to each party’s rights, during the term of this Agreement, to retain a copy of the other’s Confidential Information solely for purposes of performing its obligations and exercising its rights hereunder) or upon any termination of this Agreement, the receiving party shall (a) immediately return to the disclosing party or shall cause destroy all copies and partial copies of the disclosing party’s Confidential Information, whether maintained in tangible, electronic or other form (including permanently erasing any portions thereof from computers and systems) and (b) provide the disclosing party with written certification of its compliance with the terms of this section. Each party acknowledges that any breach of any of its obligations with respect to the other applicable party to furnish, or cause to be furnished, only that portion of the party's Confidential Information may cause or threaten irreparable harm to such party. Accordingly, each party agrees that is legally required in such event, the aggrieved party shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be disclosed and shall take commercially reasonable steps available to ensure that confidential treatment is accorded such informationthe aggrieved party under law or in equity.

Confidentiality. (a) From Subject to Clause 6.3 hereunder, the receiving Party shall: not use Confidential Information disclosed by the disclosing Party for any purpose other than the Authorized Purpose; and after not disclose any Confidential Information disclosed by the Distribution Date, each of NiSource and Columbia shall hold, disclosing Party to any third party and shall cause their respective Subsidiaries, Affiliates protect such Confidential Information against any unauthorized disclosure in the same manner and Representatives to hold, in strict confidence, with at least the same degree of care that applies care, but not less than a reasonable degree of care, with which it protects confidential information of its own; and not alter, decompile, disassemble, attempt to NiSource’s confidential and proprietary information pursuant decipher or otherwise reverse engineer any software or any part thereof, nor allow others to policies in effect as do so. By way of exception to the provisions of the Distribution Date or such other procedures as preceding paragraph, each Party may reasonably be adopted by the receiving party after the Distribution Date, all disclose Confidential Information of the disclosing party or any to those of its Affiliates obtained Associated Companies and its subcontractors who have a strict need to know in connection with the Authorized Purpose; provided that each such Associated Company and subcontractor shall similarly be bound by and comply with the obligations concerning confidentiality as set out in this Agreement. Any breach by any Associated Company or subcontractor of either Party of such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates obligation pursuant to this Agreement or, shall be deemed a breach of that Party. The confidentiality obligations under this Agreement shall not apply to that Confidential Information which: was known and on record with the receiving Party prior to the extent disclosure by the disclosing Party; is or becomes a part of the public domain without violation of this Agreement; is lawfully obtained by the receiving Party from a third party without any breach of confidentiality or violation of law by such third party; is developed by the receiving Party independent of any disclosure by the disclosing Party under this Agreement, save that the foregoing shall not addressed prevent the receiving Party from complying with an order of an competent court or administrative authority in a Transaction Agreement, any agreement contemplated hereby, judicial or administrative action; provided that such receiving Party shall not use such commercially reasonable efforts to maintain the confidentiality of the Confidential Information (except e.g. by asserting in such action any applicable privileges), and shall, immediately after gaining knowledge or receiving notice of such action, notify the disclosing Party thereof and give such disclosing Party the opportunity to seek any legal remedies so as contemplated by to maintain the confidentiality thereof. Notwithstanding the foregoing provisions in this AgreementArticle 6: Company may disclose Test Results to the manufacturer(s) of the Blu-ray Disc Product(s) or AVCREC Product(s) that is/are the subject of the test and, after such Transaction Agreement disclosure to such manufacturer, may disclose (i) such Test Results to the License Officer of the BDA or to the Enforcement Officer of the BDA or (ii) Amended Test Results (being Test Result excluding any agreement contemplated herebyidentity name of the manufacturer and any model number of the Blu-ray Disc Product or AVCREC Product(s) from which such Test Results are derived) simultaneously to the Secretary of the BDA and shall not release to the BD compliance and BD/AVCREC Test Tools related Task Forces or disclose Committees in which Company participates and which reasonably require such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligationsinformation; provided, however, that NiSource Company shall designate such Test Results and Columbia and their respective Representatives Amended Test Results as confidential. Company may disclose or use such information if, and only Test Results regarding BD-ROM Commercial Audiovisual Content to the extent thatContent Participant (or other company or individual) who commissioned the production of such BD-ROM Commercial Audiovisual Content and to the entity that created the BD-ROM Authoring Tools used for authoring such BD-ROM Commercial Audiovisual Content and, after such disclosure to such Content Participant (or such other company or individual) and BD-ROM Authoring Tools vendors, may disclose (i) a disclosure of such information is compelled by judicial or administrative process or, in Test Results to the opinion License Officer of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, BDA or to the extent reasonably practicable under Enforcement Officer of the circumstances, advance written notice to the other party of its intent to make such disclosure) BDA or (ii) the receiving party can show that Amended Test Results regarding such information BD-ROM Commercial Audiovisual Content (Abeing Test Results excluding any identity name of such Content Participant and any manufacturer whom such Content Participant commissioned to manufacture such BD-ROM Commercial Audiovisual Content) has been published or has otherwise become available simultaneously to the general public as part Secretary of the public domain without breach BDA and to the BD compliance and BD/AVCREC Test Tools related Task Forces or Committees in which Company participates and which reasonably require such information; provided, however, that Company shall designate such Test Results and Amended Test Results as confidential. For the avoidance of doubt, Company shall bear the burden of proof of the fact that the above mentioned company or individual which is neither the Content Participant, the License Officer of the BDA nor the Enforcement Officer of the BDA is entitled to receive Test Results pursuant to this Article6.3 (b). ALL CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR OTHERWISE. THE DISCLOSING PARTY SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES AS MAY RESULT FROM THE USE OF CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY. Disclaimer and limitation of liability. BD/AVCREC TEST TOOL LICENSED HEREUNDER AND MEDIA STORING THE DATA OF BD/AVCREC TEST TOOL DELIVERED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR OTHERWISE. PANASONIC’S TOTAL AGGREGATE LIABILITY TO COMPANY UNDER THIS AGREEMENT FOR ALL DAMAGES, CLAIMS, LOSSES, OR COSTS FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR ACTIONS, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES OR AMOUNTS ACTUALLY RECEIVED BY PANASONIC FROM COMPANY FOR EACH BD/AVCREC TEST TOOL OR MEDIA STORING THE DATA OF BD/AVCREC TEST TOOL DELIVERED HEREUNDER WHICH GAVE RISE TO SUCH DAMAGES, CLAIMS, LOSSES OR COSTS BY COMPANY. IN NO EVENT SHALL PANASONIC, INCLUDING, BUT NOT LIMITED TO, ITS ASSOCIATED COMPANY AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS, BE LIABLE TO COMPANY AND ITS ASSOCIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS OF COMPANY AND ITS ASSOCIATED COMPANIES (COLLECTIVELY “COMPANY AFFECTED PARTIES”), FOR ANY STATUTORY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR IN CONNECTION WITH CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF USE, FOR LOSS OF DATA, OR FOR ANY OTHER MONETARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE BD/AVCREC TEST TOOL OR THE MEDIA STORING THE DATA OF BD/AVCREC TEST TOOL OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF PANASONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, LOSSES AND COSTS. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. Representations and Warranties. Company hereby represents and warrants that it: is licensed under an Information Agreement and/or a Format and Logo License Agreement and/or a Content Participant Agreement, (B) has been furnished is a General Member or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach Contributor Member of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may discloseBDA, or permit disclosure of, Confidential Information is explicitly authorized by the BDA to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationobtain BD/AVCREC Test Tools.

Confidentiality. (a) From Each party shall keep secret and after hold in --------------- confidence for a period of one and one-half years following the Distribution Datedate hereof, each of NiSource any and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives all information relating to hold, in strict confidence, with at least the same degree of care other party that applies is proprietary to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably party, including without limitation proprietary information, contacts, marketing information, technical information, product or service concepts, subscriber information, rates, financial information, ideas, concepts and research and development (collectively, "Confidential Information"). Confidential Information does not include any item of information that (i) is publicly known at the time of its disclosure, (ii) is lawfully received from a third party not known by a party hereto to be adopted bound in a confidential relationship with the other party hereto, (iii) is published or otherwise made known to the public by any source other than a party bound by the receiving party after the Distribution Dateprovisions hereof, all or (iv) was generated independently. Buyer and Seller agree that Confidential Information of received from the disclosing party or any of its Affiliates obtained by such receiving party prior to other shall be used solely in connection with the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as transactions contemplated by this Agreement. Buyer and Seller each agrees that it shall treat confidentially and not directly or indirectly divulge, such Transaction Agreement reveal, report, publish, transfer or disclose, for any purposes whatsoever, all or any agreement contemplated herebyportion of the Confidential Information disclosed to it by the other, other than (x) information that is required to be disclosed by applicable law or judicial order, (y) disclosures made by any party to its directors, officers, employees, attorneys, accountants, members, lenders and accredited potential investors (excluding any potential investors that are competitors of the System) and shall not release other agents that need the information in connection with the evaluation and consummation of the transactions contemplated herein, or disclose such Confidential Information to (z) disclosures made by any other Person, except its Representatives, who party as shall be bound by reasonably necessary in connection with obtaining the provisions of this Section 9.8 or similar confidentiality obligationsConsents; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply connection with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant under (x) and (z) hereof, the disclosing party shall give the other party hereto timely prior notice of the anticipated disclosure and the parties shall cooperate in designing reasonable procedural and other safeguards to clause preserve, to the maximum extent possible, the confidentiality of such material; and provided, further, in connection with disclosure of Confidential Information under (iy) abovehereof, each party heretothat Seller and Buyer, as applicablethe case may be, shall promptly notify the other be fully liable for any breach of the existence of this provision by any such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationpersons.

Confidentiality. Each of Seller and Purchaser acknowledges that the information provided to it, its Affiliates or their Representatives (athe “Receiving Party”) From by the other party, such party’s Affiliates or their Representatives (the “Disclosing Party”) prior to the Effective Time in connection with this Agreement is subject to the Confidentiality Agreement. As of the Effective Time, the Confidentiality Agreement shall terminate. Following the Effective Time, all confidential information relating to the Disclosing Party and its Affiliates which was provided or conveyed to or obtained by Receiving Party in accordance with the Confidentiality Agreement and any other information that the Disclosing Party furnished or furnish to the Receiving Party, or that the Bank, the Company and its Subsidiaries have maintained after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least Closing or that the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party Seller or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party retains or receives pursuant to Section 9.1 5.1, including any technical, scientific, trade secret or furnished to such receiving party by other proprietary information of a Disclosing Party (including the Company and its Subsidiaries) with which the Receiving Party came or on behalf comes into contact in the course of the disclosing party negotiation and consummation of the Transactions or any of its Affiliates retains or receives pursuant to this Agreement orSection 5.1, whether before or after the date of the Confidentiality Agreement, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by a Disclosing Party that contain, reflect or are based upon such information, shall be and continue to be kept confidential by the Receiving Party for a period of two (2) years following the Closing Date, except (i) pursuant to a Government Order, as required in any Action, or as otherwise required by applicable Law or administrative process (in which case the Receiving Party shall provide the Disclosing Party prompt notice thereof to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) legally permissible and practical and shall not release cooperate with the Disclosing Party so that the Disclosing Party may seek a protective order or disclose such Confidential Information other appropriate remedy); (ii) for information that is or becomes generally available to any the public other Person, except its Representatives, who shall be bound by the provisions than as a result of a breach of this Section 9.8 5.5 or similar confidentiality obligationsthe Confidentiality Agreement; and (iii) to the extent that such information is or has become known to the Person receiving such information on a non-confidential basis from a source who to the Knowledge of such Receiving Party is not breaching any contractual, legal or fiduciary obligation by making such disclosure (in the case of information relating to the Company or the Company Subsidiaries, this clause (iii) shall apply only to the extent that the Seller comes to know such information after the Closing Date), and such Receiving Party shall not use, and shall cause its Affiliates not to use, the information described in this Section 5.5 in connection with the conduct of its or its Affiliates’ businesses or for any other purpose, except as required for financial or tax reporting or by applicable Law or as necessary to enforce the Receiving Party’s or the Bank’s, the Company’s and its other Subsidiaries’ (following the Closing) rights and remedies under this Agreement or the other Transaction Documents; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information iffollowing the Closing, the Purchaser shall be deemed to be the Disclosing Party, and only the Seller shall be deemed to be the Receiving Party, for purposes of all information of or relating to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of Company and its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationSubsidiaries.

Confidentiality. (a) From and after In order to enable Dialogic's personnel to perform the Distribution Date, each of NiSource and Columbia shall holdStarter-Pack Services contemplated by this Agreement, and in order to enable Customer to satisfy its obligations hereunder, it may become necessary for each party to receive or have access to information of the other party or its Affiliates which is considered proprietary or confidential ("Confidential Information"). Such information shall cause their respective Subsidiariesbe considered Confidential Information if it is (i) in tangible form and bears a "confidential," "propriety," "secret," or similar legend and/or (ii) provided during discussions relating to such tangible information whether those discussions occur prior to, concurrent with, or following disclosure of such information. Confidential Information shall be treated as confidential pursuant to the terms of the applicable Non-Disclosure Agreement (“NDA”) between Customer and Dialogic. If there is no NDA in place, the receiving party and its Affiliates (collectively “receiving party”) will maintain the confidentiality of the Confidential Information of the other party and Representatives to hold, in strict confidence, its Affiliates (collectively “disclosing party”) with at least the same degree of care that applies it uses to NiSource’s protect its own confidential and proprietary information pursuant to policies in effect as information, but no less than a reasonable degree of care under the Distribution Date circumstances. The disclosing party will not assert any claims for breach of this Section or such other procedures as may reasonably be adopted by misappropriation of trade secrets against the receiving party after arising from the Distribution Date, all Confidential Information receiving Party’s disclosure of the disclosing party or any party’s Confidential Information made more than five (5) years from the date of its Affiliates obtained by such the disclosure, regardless of the termination of this Agreement. However, unless at least one of the exceptions set forth in the immediately following sentence has occurred, the receiving party prior will continue to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use treat such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or the confidential information of the disclosing. The receiving party will not be liable for the disclosure of any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, which is: (ia) a disclosure of such information is compelled by judicial or administrative process or, rightfully in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without other than by a breach of this Agreement, Agreement of a duty to the disclosing party; (Bb) has been furnished or made rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any obligation limitation on use or disclosure prior to keep it confidential its receipt from the disclosing party; (d) independently developed by a Third Party under circumstances that are not known to employees of the receiving party to involve a breach of the Third Party’s obligations to a Party party; or (Ce) was developed independently of information furnished or generally made available to third parties by the receiving disclosing party without restriction on disclosure. Title or the right to possess Confidential Information as contemplated between the parties will remain in the disclosing party. The terms of confidentiality under this Agreement (except, in shall not be construed to limit either party's right to independently develop products without the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify of the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationparty.

Confidentiality. You understand that the Services are being performed (aand the Report is being prepared) From and after the Distribution Datefor your sole, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Dateexclusive benefit and use. The Report, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving portion thereof, is not intended to benefit any person not a party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement including (but not limited to) the seller or the real estate agent(s) involved in the real estate transaction (“third party”). If you directly or indirectly allow or cause the Report or any agreement contemplated hereby) and shall not release portion thereof to be disclosed or disclose such Confidential Information distributed to any third party, you agree to indemnify, defend, and hold us harmless for any claims or actions based on the Services or the Report brought by the third party. By initialing here ( ), you authorize us to distribute copies of the Report to the real estate agents or attorneys directly involved in this transaction, who are not intended beneficiaries of the Report. Services: Check selected Requested Service Fee Services General Home Inspection Condo Inspection Light Commercial Insp. Wind Mittigation Inspection Four Point Inspection EIFS Inspection Waste Disposal System (Septic) Test Basic Energy Assessment Pool & Spa Inspection $ $ $ $ $ $ $ $ $ Lead _ $ $ $ Total fee $ Severability and Entire Agreement – The parties agree that should an Arbitrator or Court determine that any provision(s) in this Agreement is void, voidable, or unenforceable, the remaining portions shall remain in full force and effect. This Agreement (in its entirety), and any attached, executed Addenda, contains the entire agreement between the parties, and there are no other Personrepresentations, warranties, or commitments, except its Representativesas are specifically set forth herein. This Agreement supersedes any and all representations or discussions, who shall be bound by whether oral or written, if any, among the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only parties relating to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach subject matter of this Agreement. This Agreement may be modified, (B) has been furnished altered or made known amended only if agreed to in writing and signed by the parties. THE INSPECTION, ANCILLARY SERVICES, INSPECTION AGREEMENT AND REPORT DO NOT CONSTITUTE A WARRANTY, AN INSURANCE POLICY, OR A GUARANTEE OF ANY KIND; NOR DO THEY SUBSTITUTE FOR ANY DISCLOSURE STATEMENT AS MAY BE REQUIRED BY LAW. By signing below you acknowledge that you have read, understand and agree to the receiving party without any obligation terms and conditions of this agreement, including (but not limited to) the arbitration clause and limitations period, and agree to keep it confidential by a Third Party under circumstances that are not known to pay the receiving party to involve a breach of the Third Partyfee listed above. Client Name_ Property Address CLIENT XXXXXXXX HOME INSPECTIONS by: Client’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (exceptSignature P. X. Xxx 0000 Xxxxx Xxxx Xxxxx, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.Florida 32459 Client’s Signature Business Address

Confidentiality. (a) From and after Each party acknowledges that in the Distribution Dateperformance of such party’s obligations under this Agreement, each it may come into possession of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s certain confidential and proprietary information pursuant relating to policies in effect as the business of the Distribution Date other party or such other procedures as may reasonably be adopted by its Affiliates (collectively, the receiving “Confidential Information”). Each party, on behalf of itself and its employees and agents, warrants and guarantees that it will use all reasonable means to safeguard and maintain the confidentiality of the Confidential Information and will use the Confidential Information only in fulfilling its obligations and exercising its rights under this Agreement and neither party after will disclose any of the Distribution Date, all Confidential Information of the disclosing other party to any third party without the other party’s prior written consent, except that Confidential Information may be disclosed (a) to the extent requested by any regulatory authority, (b) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (c) in connection with the exercise of any remedies under this Agreement or any of its Affiliates obtained by such receiving party prior to the Distribution Datesuit, accessed by such receiving party pursuant to Section 9.1 action or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant proceeding relating to this Agreement oror the enforcement of rights under this Agreement, (d) to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information becomes publicly available other than as a result of a breach of this Section 4.03 or (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebye) and shall not release or disclose to the extent such Confidential Information becomes available to a third party from a source other than ResMor or the ResCap Entities that is not subject to any confidentiality restrictions, as applicable. If either party becomes legally compelled by law, process or order of any court, governmental agency or otherwise to disclose any Confidential Information, such party shall give the other Person, except party prompt notice thereof to permit such other party to seek a protective order or to take other appropriate action. A party will be relieved of its Representatives, who shall be bound by the provisions of confidentiality obligations under this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and 4.03 only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s reputable legal counsel, by other requirements of Law (in which case such party will provideit becomes legally compelled to disclose Confidential Information, subject to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order orders or other remedyrestrictions imposed on or granted by the court, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order governmental agency or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of entity receiving the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationInformation.

Confidentiality. (a) From Each party hereto recognizes and after acknowledges that confidential information of various kinds may exist, from time to time, with respect to the Distribution Datebusiness and assets of each party hereto and their respective Affiliates, including the Company’s Wireless Business, whether provided in connection with this Agreement, the Contribution Agreement or any Ancillary Agreement. Accordingly, each party hereto (the “Receiving Party”) covenants that, except with the prior written consent of NiSource and Columbia shall holdthe party (or its Affiliate, as applicable) to whom such confidential information belongs (the “Disclosing Party”), it will, and shall will cause their respective Subsidiariesits Related Parties to, Affiliates consistent with its reasonable practices and Representatives procedures adopted in good faith for handling confidential information and consistent with the Commercially Sensitive Information Policies and Procedures, keep confidential all information regarding each Disclosing Party, including information relating to holdthe Company’s Wireless Business, furnished to it by the Disclosing Party if a reasonable Person would know that such information is confidential or which is clearly designated as “confidential,” and will not, and will cause its Related Parties not to, disclose any such information to any Person whatsoever (other than the Receiving Party’s officers, directors, employees, beneficial owners, attorneys, accountants, advisors, lenders or potential transferees, provided each of such Persons is informed of the confidential nature of such information and, in strict confidencethe case of a potential transferee, such Person executes an agreement for the benefit of the Disclosing Party agreeing to keep such information confidential in accordance with at least this Section 16.20). The foregoing covenant of each party hereto will not apply to any information (other than End User Data in the same degree case of care clauses [a], [b], [c] and [d]): [a] that applies was or becomes generally available to NiSourcethe public other than as a result of disclosure by the Receiving Party, [b] that becomes available to the Receiving Party from a source other than the Disclosing Party, provided that such source is not (to the knowledge of Receiving Party) bound by a confidentiality obligation with respect to such information, [c] that the Receiving Party can establish was in the Receiving Party’s confidential possession prior to it being furnished to the Receiving Information indicated by [***] in the text has been omitted and proprietary information filed separately with the Securities and Exchange Commission pursuant to policies in effect as a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party 1934. Party by or on behalf of the disclosing party or any Disclosing Party, provided that the source of its Affiliates pursuant such information was not (to this Agreement orthe knowledge of the Receiving Party) bound by a confidentiality obligation with respect to such information, [d] regarding the tax treatment of a Member’s investment in the Company, [e] to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial required pursuant to a court order or administrative process orsecurities or other laws, rules or regulations, or [f] in the opinion context of the receiving party’s counsellitigation, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) mediation or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which arbitration between the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationtheir respective Affiliates.

Confidentiality. In addition to the terms, provisions and covenants of the Confidentiality Agreement dated October 2006, between Parent and the Company, which shall remain in full force and effect until Closing, (ai) From Parent acknowledges that, in the course of its investigation of the Company, Parent and after its representatives have and will become aware of Confidential Information and documents of the Distribution Date, each of NiSource and Columbia shall holdCompany, and shall cause that its use of such Confidential Information and documents, or communication of such Confidential Information to third parties, could be detrimental to the Company, and (ii) Bancorp and the Company acknowledge that, in the course of its investigation of Parent, Bancorp and the Company and their respective Subsidiariesrepresentatives have and will become aware of Confidential Information and documents of Parent, Affiliates and Representatives that its use of such Confidential Information and documents, or communication of such Confidential Information to holdthird parties, could be detrimental to Parent. Each Party (a “Receiving Party”) covenants that prior to Closing all information and documents concerning any other Party (a “Disclosing Party”) reviewed by a Receiving Party or its representatives in strict confidenceconnection with this Agreement or the transactions contemplated hereby shall be maintained in confidence and shall not be disclosed or used by the Receiving Party or its representatives without the Disclosing Party’s prior written consent, with at least the same degree of care that applies unless such information (i) was, is now or becomes publicly available, (ii) is required to NiSource’s confidential and proprietary information be disclosed pursuant to policies any Requirement of Law, (iii) was disclosed to a Receiving Party by a third party not subject to any duty of confidentiality to Bancorp or the Company, or Parent, as the case may be, or (iv) in effect as the case of the Distribution Date Parent or such other procedures as may reasonably Bancorp, required to be adopted disclosed by the receiving party after rules of a securities exchange on which Parent or Bancorp may from time to time be listed or the Distribution Date, all Confidential Information of SEC. In the disclosing party event that a Receiving Party or any of its Affiliates obtained by representatives becomes legally compelled to disclose any such receiving party prior Confidential Information or documents referred to the Distribution Datein this Section 6.1, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement orReceiving Party shall, to the extent not addressed in reasonably practicable, provide the Disclosing Party with prompt written notice before such disclosure, sufficient to enable the Disclosing Party either to seek a Transaction Agreementprotective order, any agreement contemplated herebyat their expense, shall not use or another appropriate remedy preventing or prohibiting such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement disclosure or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by waive compliance with the provisions of this Section 9.8 6.1, or similar confidentiality obligations; provided, however, that NiSource both. With respect to information and Columbia and their respective Representatives may disclose or use such information if, and only documents related to the extent thatReceiving Party, (i) a disclosure of such information is compelled by judicial or administrative process orat the Disclosing Party’s request, in the opinion of event that the receiving party’s counselClosing shall not occur, by other requirements of Law (in which case such party will provide, to the extent reasonably or as soon as practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach following termination of this Agreement, (Bi) has been furnished the Receiving Party shall, and shall cause its representatives to, promptly destroy all Confidential Information and documents concerning the Disclosing Party (including any copies thereof or made known extracts therefrom); (ii) an officer of the Receiving Party shall certify to the receiving party without any obligation Disclosing Party that such destruction has occurred; and (iii) the Receiving Party shall and shall cause its representatives to keep it confidential by a Third Party under circumstances that are and not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, any such Confidential Information or documents unless required to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know disclose such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made or documents pursuant to clause (i) abovejudicial order, each party hereto, as applicable, shall promptly notify the other regulation or Requirements of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationLaw.

Confidentiality. Each Lender Party (ai) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives agrees to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary keep any information pursuant to policies in effect as of the Distribution Date delivered or such other procedures as may reasonably be adopted made available by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates Borrower pursuant to this Agreement orconfidential from anyone other than persons employed or retained by such Lender Party and its Affiliates who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby and (ii) further agrees on behalf of itself and, to the extent it has the power to do so, its Affiliates and agents, to keep all other information delivered or made available to it by the Borrower or Affiliate of the Borrower for other purposes which, (x) is marked confidential and is expressly made available subject to the terms of this section, and (y) is not addressed otherwise subject to a confidentiality agreement, confidential from anyone other than persons employed or retained by such Lender Party and its Affiliates and agents who need to receive such information in furtherance of the engagement or matter pursuant to which the information is provided; provided that nothing herein shall prevent any Lender Party or, solely with respect to information disclosed in a Transaction Agreementmanner set forth in clauses (b) through (g) and (m) in this Section 9.08, any agreement contemplated herebyAffiliate of such Lender from disclosing such information, shall not use to the extent necessary under the circumstances under which such Confidential Information disclosure is required, (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebya) and shall not release or disclose such Confidential Information to any other PersonLender or any Agent, except its Representatives(b) upon the order of any court or administrative agency, who shall (c) upon the request or demand of any regulatory agency or authority or self-regulatory body, (d) which had been publicly disclosed other than as a result of a disclosure by any Lender Party prohibited by this Agreement or which had already been in the possession of a Lender Party or not acquired from the Borrower or persons known by Lender Parties to be bound by in breach of an obligation of confidentiality to the provisions of this Section 9.8 Borrower, (e) in connection with any litigation to which any Lender Party or similar confidentiality obligations; provided, however, that NiSource and Columbia and any Affiliate or their respective Representatives subsidiaries or Parent may disclose or use such information ifbe a party, and only (f) to the extent thatnecessary in connection with the exercise of any remedy hereunder or other engagement or matter, (g) to such Lender Party’s or Affiliate’s legal counsel and independent auditors, (h) subject to provisions substantially similar to those contained in this Section 9.08, to any actual or proposed Participant or Assignee, (i) a disclosure of such information is compelled by judicial to any direct, indirect, actual or administrative process orprospective counterparty (and its advisor) to any swap, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, derivative or securitization transaction related to the extent reasonably practicable obligations under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (Bj) has been furnished or made known on a confidential basis to the receiving party without CUSIP Service Bureau or any obligation to keep it confidential by a Third Party under circumstances that are not known similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the receiving party loans, (k) on a confidential basis to involve rating agencies in consultation and coordination with the Borrower, (l) for purposes of establishing a breach “due diligence” defense, (m) with the consent of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) Borrower and (C), n) on a confidential basis to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information any credit insurance provider requiring access to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to in connection with credit insurance for the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other benefit of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationdisclosing Lender Party.

Confidentiality. (a) From By the nature, terms and after performance of this Agreement, Amgen and Dialysis Center acknowledge and agree that the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s parties will exchange confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date(including business and clinical practices and protocols and patient information) (collectively, all “Confidential Information”). Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Dateincludes not only written information but also information transferred orally, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement orvisually, to the extent not addressed electronically, in a Transaction Agreementmachine readable format or by any other means and includes all notes, analyses, compilations, studies and summaries thereof containing or based on, in whole or in part, any agreement contemplated hereby, shall not use such Confidential Information. Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or does not include any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that was publicly available prior to the receipt of such information (A) has been published by the receiving party, or has otherwise become thereafter became publicly available other than by any breach of this Agreement by the receiving party, additionally, for Dialysis Center only, Confidential Information does not include the Data or the Compensation Data. Information shall be deemed “publicly available” if it is a matter of public knowledge or is contained in materials available to the general public as part public. Accordingly, the parties agree (a) to hold all such Confidential Information (including the terms of this Agreement) received from the public domain without breach other in confidence and to use such Confidential Information solely for the purposes set forth in this Agreement; and (b) to not disclose any such Confidential Information received from the other, or the terms of this Agreement, to any third party (B) has been furnished including Amgen Inc. or made known any other affiliate of Amgen), or otherwise make such information public without prior written authorization of the other party, except where such disclosure is contemplated hereunder or required by law or pursuant to subpoena or court or administrative order, and then only upon prior written notification to the receiving other party without (giving such party an adequate opportunity to take whatever steps it deems necessary to prevent, limit the scope of or contest the disclosure). Any party which seeks to prevent disclosure or to contest or limit the scope of any obligation to keep it confidential such disclosure by a Third Party under circumstances that are not known to the receiving other party to involve a breach shall pay all of the Third Partycosts and expenses incurred by the other party directly related thereto, and such other party shall not unreasonably object to or interfere with the objecting party’s obligations actions it deems necessary to a Party or (C) was developed independently undertake. For purposes of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, any Confidential Information received by any employee, partner, agent, affiliate, consultant, advisor, data collection vendor or other representative (a “Representative”) of a party to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential this Agreement pursuant to the same extent as is applicable terms of this Agreement shall be deemed received by such party to the Parties this Agreement, and in respect of whose failure to comply with any breach by any such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other Representative of the existence of such request or demand and foregoing confidentiality provisions shall provide be deemed a breach by the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable respective party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthis Agreement.

Confidentiality. (a) From and after the Distribution Closing Date, each of NiSource and Columbia shall holdthe Seller will, and shall will cause their respective Subsidiariesits Representatives to, Affiliates keep confidential and Representatives to holdnot (except, if applicable, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as performance of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information Seller’s duties on behalf of the disclosing party Covered Parties) directly or indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written consent of Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information” means all material and information relating to the business, affairs and assets of any Covered Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal, technical, computer hardware or software, administrative, management, operational, data processing, financial, marketing, sales, human resources, business development, planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Seller can prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure obligation of the Seller or any of its Affiliates obtained by such receiving party prior to Representatives; (iii) is already in the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf possession of the disclosing party or any Seller at the time of its Affiliates pursuant to this Agreement or, to the extent disclosure through lawful sources not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by a confidentiality agreement or other confidentiality obligation as evidenced by the provisions of this Section 9.8 or similar confidentiality obligationsSeller’s documents and records; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (iiiv) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall pursuant to an order of any administrative body or shall cause court of competent jurisdiction (provided that (A) the other applicable party Covered Party is given reasonable prior written notice, (B) the Seller cooperates (and causes its Representatives to furnishcooperate) with any reasonable request of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, or cause to be furnished, the Seller and its Representatives only that disclose such portion of the Confidential Covered Party Information that is legally expressly required to by such order, as it may be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationsubsequently narrowed).

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, Except as expressly provided in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, and except with respect to matters in the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement public domain or any agreement contemplated hereby) and shall not release or disclose such Confidential Information which are otherwise lawfully available to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent thatsophisticated real estate investors, (i) BKP further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by BKP from Contributor in connection with the Property will not be disclosed by BKP to any third persons (except Permitted Outside Parties as provided in Section 5.2(b)) without the prior written consent of Contributor, not to be unreasonably withheld, conditioned or delayed, and (ii) Contributor further acknowledges and agrees that from and after the Closing such confidential information related to the Property will not be disclosed by Contributor to any third persons without the prior written consent of BKP, not to be unreasonably withheld, conditioned or delayed. Nothing contained in this Article XII will preclude or limit either party to this Agreement from making disclosures with respect to any information otherwise deemed confidential under this Article XII (a) pursuant to litigation or in response to lawful process or subpoena or other valid or enforceable order of a disclosure court of competent jurisdiction, (b) if required by rule or regulation of the Securities and Exchange Commission or the New York Stock Exchange, including without limitation in any filings required by any Authorities (it being acknowledged and agreed that Contributor or its Affiliate shall have the right to publicly file this Agreement with the Securities and Exchange Commission if required in the judgment of Contributor’s outside counsel), (c) if such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by was obtained from sources other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to than the other party or its agents and not, to such party’s actual knowledge after reasonable inquiry, in violation of its intent to make such disclosurea confidentiality agreement, (d) or (ii) in connection with the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach enforcement of this Agreement, (Be) has been furnished in connection with such party’s regular and customary financial reporting, or made known (f) pursuant to a press release related to the receiving purchase and sale of the Property, provided that the issuing party without any obligation shall obtain the approval (not to keep it confidential by a Third Party under circumstances that are not known be unreasonably withheld, conditioned or delayed) of the other party prior to the receiving party to involve issuance of any press release. In determining whether a breach disclosure contemplated in the preceding sentence is required by law or by rule or regulation of the Third Party’s obligations Securities and Exchange Commission or the New York Stock Exchange, the disclosing party is entitled to a Party or (C) was developed independently rely upon the written advice of information furnished or made available to counsel given in good faith. The provisions of this Article XII will survive the receiving party as contemplated under termination of this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation in addition to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which separate confidentiality agreement executed by the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationtheir Affiliates.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, Except as provided in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date this Section 14.16 or such other procedures as may reasonably be adopted otherwise agreed by the receiving party after the Distribution DateSeller and Purchaser in writing, all Confidential Information neither Seller nor Purchaser will issue any press release, or make any other announcement or statement to any news media, of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreementdefined below) regarding the other, and each party shall instruct their brokers and consultants not to issue or make any such Transaction Agreement press release, announcement or any agreement contemplated hereby) statement. The parties agree to keep confidential and shall not release or disclose such Confidential Information to any third parties (other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, than affiliates and third parties that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information for purposes directly related to this Agreement and are informed of their obligation to hold such information confidential that agree to the same extent confidentiality obligations described in this Section 14.16 with respect to this information). As used herein, “Confidential Information” means (a) with respect to Purchaser, any non-public information about the existence, parties and terms and conditions of this Agreement, together with any non-public information about Purchaser, any Purchaser affiliate, or the business of any of them, that is acquired by Seller as a result of the negotiation, execution, administration or existence of this Agreement; and (b) with respect to Seller, any non-public information about the existence, parties and terms and conditions of this Agreement, together with any non-public information about Seller’s business that is applicable acquired by Purchaser from Seller or Seller’s agents, employees or contractors as a result of the negotiation, execution or existence of this Agreement. Notwithstanding anything herein to the Parties contrary, (y) each of Seller and in respect of whose failure Purchaser shall have the right to comply with make such obligationsdisclosures as may be required by securities or other laws, provided that prior to disclosing any Confidential Information as required by law, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant party required to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and so disclose shall provide the other a party with reasonable opportunity to seek an appropriate protective order or other remedyadvance written notice of the required disclosure, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of including the Confidential Information that is legally required to be disclosed and a description of a law that requires such disclosure to be made, and (z) except for the Effective Date Disclosure and the Closing Date Statement (each as defined below), or as may be otherwise agreed by Seller and Purchaser in writing, neither Seller nor Purchaser will issue any press release regarding the other party or its affiliates, whether or not such reference is public information or Confidential Information, and each party shall take commercially reasonable steps instruct their brokers and consultants not to ensure issue any such press release. Upon the Effective Date, Seller shall have the right to make limited disclosures regarding the sale of the Property in accordance with the provisions of Exhibit I attached hereto (the “Effective Date Disclosure”). Information contained in such Effective Date Statement shall thereafter be public information. Upon the Closing Date, Purchaser and Seller shall release a public statement announcing that confidential treatment is accorded the sale has closed in accordance with the provisions of Exhibit K attached hereto (the “Closing Date Statement”). Information contained in such Closing Date Statement shall thereafter be public information. The provisions of this Section 14.16 shall survive Closing or other termination of this Agreement.

Confidentiality. 11.01 No Party shall disclose to any Person Confidential Information provided by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”). Confidential Information shall not be used for any purposes other than the purposes set forth in this Agreement and the MIPA, shall be held in strict confidence by the Receiving Party and shall not be disclosed without the prior consent of the Disclosing Party, except to such Party’s Affiliates, Representatives or Governmental Authorities with a need to know the Confidential Information for the purposes of performing work or reviewing information related to this Agreement or the Project. The Receiving Party shall advise all such Persons receiving Confidential Information that such information is confidential and shall require such Persons to observe the confidentiality terms set forth in this Section 11.01. Notwithstanding anything in this Section 11.01 to the contrary, the Parties shall have no obligation with respect to any Confidential Information which (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives is proven to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted have been known by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party Receiving Party prior to its disclosure by the Distribution DateDisclosing Party, accessed by such receiving party pursuant to Section 9.1 (b) is, or furnished to such receiving party by becomes, publicly known through publications or on behalf otherwise without breach of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebyother obligation of confidentiality, (c) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound is received by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource Receiving Party from a third party who rightfully discloses it without restriction on its subsequent disclosure and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement; (d) is shown by an acceptable evidence to have been independently developed by the Receiving Party without access to, or use of, the Confidential Information, (Be) has been furnished or made known to the receiving party without any obligation to keep it confidential is approved for release by a Third Party under circumstances that are not known to the receiving party to involve a breach authorization of the Third Disclosing Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (Bf) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause by the other applicable party Receiving Party pursuant to furnishApplicable Law (e.g., SEC disclosure obligations), or cause to be furnished, only that portion of the Confidential Information that (g) is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.to

Confidentiality. (a) From and after the Distribution DateNo advice rendered by Evergreen, each of NiSource and Columbia shall holdwhether formal or informal, and shall cause their respective Subsidiaries, Affiliates and Representatives to holdmay be disclosed, in strict confidencewhole or in part, or summarized, excerpted from or otherwise referred to without Evergreen’s prior written consent. To the extent consistent with at least legal requirements, all information given to one party of this Agreement (the same degree “Recipient Party”) by another party (the “Providing Party”), including, without limitation, this Agreement, unless publicly available or otherwise available to the Recipient Party without restriction or breach of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably any confidentiality agreement, will be adopted held by the receiving party after Recipient Party in confidence and will not, without the Distribution DateProviding Party’s prior approval, all Confidential Information of be disclosed to anyone other than the disclosing party or any of its Affiliates obtained by Recipient’s agents and advisors who require such receiving party prior information to perform services for the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except Providing Party as contemplated by this Agreement (and who agree to use such information only in connection with such services) or used by such person for any purpose other than those contemplated by this Agreement. Each party hereto shall be responsible for violations of its respective agents and advisors of the obligations set forth in this Section 10. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, such Transaction Agreement or any agreement contemplated hereby) the obligations of confidentiality contained herein and therein, as they relate to the services to be provided hereunder, shall not release apply to the tax structure or tax treatment of the transactions subject to the services to be provided hereunder, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose such Confidential Information to any and all persons, without limitation of any kind, the tax structure and tax treatment of the transaction subject to the services to be provided hereunder and all materials of any kind (including opinions or other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligationstax analysis) that are provided to such party relating to such tax treatment and tax structure; provided, however, that NiSource and Columbia and their respective Representatives may disclose such disclosure shall not include the name (or use such other identifying information if, and only not relevant to the extent that, (itax structure or tax treatment) a disclosure of such any person and shall not include information for which nondisclosure is compelled by judicial or administrative process or, reasonably necessary in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure order to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationsecurities laws.

Confidentiality. (a) From Except to the extent necessary for the exercise of its rights and after remedies and the Distribution Dateperformance of its obligations hereunder, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to holdneither party hereto will, in strict confidencea way known to such party to be detrimental to the other party, with at least the same degree of care that applies to NiSource’s confidential itself use or intentionally disclose (and proprietary information pursuant to policies in effect as of the Distribution Date will not permit such use or such other procedures as may reasonably be adopted disclosure by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates of), directly or indirectly, any information obtained from the other party hereunder or in connection herewith or any portion of this Agreement and each party will use all reasonable efforts to have all such information known or which ought reasonably to be known by it to be confidential or proprietary kept confidential and not used in any way known to such party to be detrimental to any other, provided that (a) such party may use, retain and disclose any such information to its Affiliates, or to its (or its Affiliates’) officers, directors, employees, counsel, technical advisors and public accountants and any governmental agency or instrumentality or other supervisory body requesting or requiring such disclosure, including in connection with preparation of the tax returns of the Owner or any member or parent of the Owner or any tax audit of the Owner or any member or parent of the Owner or any of their respective Affiliates, (b) such party may use, retain and disclose any such information that has been publicly disclosed (other than by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed Affiliate thereof in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions breach of this Section 9.8 15) or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to has rightfully come into the extent that, (i) a disclosure possession of such information is compelled by judicial party or administrative process or, in the opinion of the receiving any Affiliate thereof other than from any other party hereto or a Person acting on such other party’s counsel, by other requirements of Law (behalf in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this AgreementSection 15, (Bc) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoingsuch party or any Affiliate thereof may have received a subpoena or other written demand under color of legal right for such information, use such party or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia such Affiliate may disclosedisclose such information, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know but such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party heretoshall first, as applicable, shall promptly notify the other of the existence soon as practicable upon receipt of such request or demand demand, if permitted by Applicable Law, furnish a copy thereof to each affected party and shall provide the other a afford each such party reasonable opportunity to seek an appropriate the extent it can do so under Applicable Law by reasonable efforts, at such other party’s cost and expense, to obtain a protective order or other remedy, which reasonably satisfactory assurance of confidential treatment for the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is information required to be disclosed shall disclosed, (d) such party may disclose any such information as may be agreed in any applicable security agreement and (e) such party may disclose to any Railcar Service Provider or shall cause its officers, directors, employees, counsel, technical advisors and public accountants any such information as may be necessary or advisable in connection with the performance by such Railcar Service Provider or Owner under the applicable Railcar Service Agreement. Notwithstanding anything to the contrary contained in this Agreement or in any other applicable Operative Document, each party may disclose to furnishany and all Persons, or cause to be furnishedwithout limitation of any kind, only that portion the United States federal income tax treatment of the Confidential Information that transactions contemplated by this Agreement and the Operative Documents (the “Overall Transaction”), and any fact relevant to understanding the United States federal income tax treatment or tax structure of the Overall Transaction, and all materials of any kind (including opinions or other tax analyses) relating to such United States federal income tax treatment or tax structure. This waiver is legally required effective from the commencement of discussions with respect to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthe Overall Transaction.

Confidentiality. (a) From Purchaser and after Seller each acknowledge that in connection with the Distribution Dateprovision or receipt of Services, each party will have access to highly confidential information about the other party which, if exploited in contravention of NiSource this provision, would seriously, adversely and Columbia irrevocably affect the business of the other party. Consequently, each party agrees that during the Transition Period and for a period of five (5) years following the termination of this Agreement, it shall holdmaintain the confidentiality of all information about the business, operations and financial condition of the other party that it has access to by virtue of the provision or receipt of Services, and it shall cause their respective Subsidiariesnot use any such information for any purpose, except as is strictly necessary to comply with the terms of this Agreement. Each party further agrees that during the Transition Period and for a period of five (5) years following the termination of this Agreement, it shall not, nor {00295504.DOC;} shall any of its Affiliates and Representatives to holdor employees, use in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as any manner any of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party confidential information to which it or any of its Affiliates obtained or employees have access by virtue of providing or receiving the Services, except if such information (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party, without being in breach of any other obligation, at the time of receiving such information, provided the receiving party prior can demonstrate such knowledge by dated written records; provided, however, that Seller’s knowledge of any confidential information as it existed at the time such information was transferred to Purchaser pursuant to the Distribution Date, accessed by such Asset Purchase Agreement shall still be considered Confidential Information under this Agreement; (c) is hereafter furnished to the receiving party pursuant by a third party who is not bound by an obligation of confidentiality to Section 9.1 or furnished the disclosing party with respect to such receiving party information; (d) is independently developed by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation breach of this Agreement as demonstrated by dated written records; (e) is subject of a written permission to keep it confidential disclose provided by the disclosing party; (f) is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby, or (g) is required to be furnished or disclosed to a Governmental Entity or by Laws. If a party is compelled by a Third Party under circumstances that are requirement of a Governmental Entity or by Laws (including, without limitation, by subpoena or court order, but not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (iroutine filing requirements) aboveor discovery to disclose any confidential information, each such party hereto, as applicable, shall will promptly notify the other of the existence of such request or demand and shall party in writing prior to making any disclosure to provide the other party a reasonable opportunity to seek an either waive any objection to such disclosure or request a remedy from the appropriate protective order or other remedyauthority, which and the parties hereto will reasonably cooperate in obtainingefforts to obtain such a remedy. In If the event that notified party waives its objections or is unsuccessful in its request or fails to make such appropriate protective order or other remedy is not obtaineda request, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, disclose confidential information will furnish only that portion of the Confidential Information such confidential information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationrequired.

Confidentiality. The parties agree that they and their employees have maintained and will maintain, in confidence, the terms and provisions of this Agreement, as well as all data, summaries, reports or information of all kinds, whether oral or written, acquired or devised or developed in any manner from the other party's personnel or files or any proprietary or subscriber information provided by one party to the other party (a) From and after the Distribution Date, each of NiSource and Columbia shall hold"Confidential Information"), and shall cause their respective Subsidiaries, Affiliates that they have not and Representatives will not reveal the same to holdany persons not employed by the other party except: (A) at the written direction of the other party; (B) to the extent necessary to comply with the law or the order of a court of competent jurisdiction, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of which event the disclosing party or any of its Affiliates obtained by such receiving shall so notify the other party as promptly as practicable (and, if possible, prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or making any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebydisclosure) and shall not release seek confidential treatment of such information, or disclose in connection with any arbitration proceeding; (C) as part of its normal reporting or review procedure to its parent company, its auditors, consultants and its attorneys, and such Confidential Information parent company, auditors, consultants and attorneys agree to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations15; (D) in order to enforce any of its rights pursuant to this Agreement; (E) to the NRTC, potential investors, insurers, financing entities and, in the case of Affiliate, to any entity engaged in its DTH business; provided, however, that NiSource and Columbia and such person described above agrees to be bound by the provisions of this Section 15; or (F) if at the time of disclosure the Confidential Information is in the public domain through no fault of the disclosing party. Promptly after the Execution Date, the parties shall use their respective Representatives may disclose or use such information if, and only best reasonable efforts to agree upon a mutually acceptable press release with respect to the extent thatparties' general business relationship under this Agreement and to jointly issue and release such press release at a date mutually agreed upon. During the Term, (i) a disclosure of such information is compelled by judicial neither party shall issue an independent press release with respect to this Agreement or administrative process or, in the opinion transactions contemplated hereby without the prior written consent of the receiving other party’s counsel, by other requirements . Neither party hereto (nor any of Law (in which case such its respective Affiliated Companies) shall make any disparaging statements to any third party will provide, to the extent reasonably practicable under the circumstances, advance written notice to regarding the other party (or any of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (AAffiliated Companies), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Lessee’s business (“Confidential Information”) to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) From and after protect the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives Confidential Information from disclosure to hold, in strict confidence, third parties with at least the same degree of care that applies to NiSource’s accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Notwithstanding the above, a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, lenders, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information). Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information pursuant confidentially and shall agree to policies abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 25(26), except as set forth in effect as Section 25(27). All Confidential Information shall remain the property of the Distribution Date disclosing Party and shall be returned to the disclosing Party or such other procedures as may reasonably destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be adopted irreparably injured by a breach of this Section 25(26) by the receiving party after Party or its Representatives or other person to whom the Distribution Date, all receiving Party discloses Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of Party and that the disclosing party or any of its Affiliates pursuant Party may be entitled to this Agreement orequitable relief, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) including injunctive relief and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process orspecific performance, in the opinion event of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations provision of this Section 25(26). To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a Party or (C) was developed independently breach of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (ASection 25(26), (B) and (C), but shall be in addition to the extent that notwithstanding the foregoing, use all other remedies available at law or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationequity.

Confidentiality. Each of the parties hereto agrees that it will not use, --------------- or permit the use of, any of the information relating to any other party hereto furnished to it in connection with the transactions contemplated herein (a"Information") From and after in a manner or for a purpose detrimental to such other party or ----------- otherwise than in connection with the Distribution Date, each of NiSource and Columbia shall holdtransaction, and shall cause their respective Subsidiariesthat they will not disclose, Affiliates and Representatives to holddivulge, in strict confidenceprovide or make accessible, with at least or permit the same degree Disclosure of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect (collectively, "Disclose" or "Disclosure" as the case may be), -------- ---------- any of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any person or entity, other Personthan their responsible directors, officers, employees, investment advisors, accountants, counsel and other authorized representatives and agents, except its Representatives, who shall as may be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled required by judicial or administrative process or, in the opinion of the receiving such party’s 's regular counsel, by other requirements of Law Law; provided, however, that prior to any -------- ------- Disclosure of any Information permitted hereunder, the disclosing party shall first obtain the recipients' undertaking to comply with the provisions of this subsection with respect to such information. The term "Information" as used ----------- herein shall not include any information relating to a party which the party disclosing such information can show: (i) to have been in which case such its possession prior to its receipt from another party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or hereto; (ii) the receiving party can show that such information (A) has been published to be now or has otherwise to later become generally available to the general public as part through no fault of the public domain without breach of this Agreement, disclosing party; (Biii) has to have been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving public at the time of its receipt by the disclosing party; (iv) to have been received separately by the disclosing party as contemplated under in an unrestricted manner from a person entitled to disclose such information; or (v) to have been developed independently by the disclosing party without regard to any information received in connection with this Agreement (except, in the case of each of (A), (B) and (C), transaction. Each party hereto also agrees to promptly return to the extent that notwithstanding party from who originally received all original and duplicate copies of written materials containing Information should the foregoing, use or disclosure thereof would transactions contemplated herein not occur. A party hereto shall be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information deemed to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation satisfied its obligations to hold such information the Information confidential to if it exercises the same extent care as is applicable it takes with respect to its own similar information. The Confidentiality section of this agreement shall be in force throughout the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other duration of the existence of such request or demand pre-closing term and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate be in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationeffect until closing.

Confidentiality. For purposes of this Agreement, all information exchanged between the Parties shall be considered Confidential Information unless: (a) From clearly marked to the contrary or (b) the Parties mutually agree in writing that the information can be treated as non-confidential. Any information generated for the benefit of a Party, shall be considered the Confidential Information of that Party. For the period commencing with the effective date hereof and after ending seven (7) years thereafter, the Distribution DateReceiving Party shall (i) retain in confidence any Confidential Information disclosed to it by the Disclosing Party (ii) not use any such Confidential Information for any purpose other than as reasonably necessary to performance of this Agreement (iii) not disclose such Confidential Information to any third person unless expressly authorized by the Disclosing Party in writing, each of NiSource (iv) not attempt to reverse-engineer or otherwise acquire the trade secrets, proprietary information, information protected under any patent or copyright law, technology or methodology employed by the Disclosing Party and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, (v) protect such Confidential Information with at least the same degree of care that applies the Receiving Party uses to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of protect its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such own Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information care to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in type and degree no less that that which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential would be used by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, reasonably and prudent business person in the case of each of (Aprotecting valuable trade secrets), (B) and (C), to the extent that notwithstanding . Notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia the Receiving Party may disclose, or permit disclosure of, Confidential Information disclose the information (1) to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives those of its employees who have a need to know such information in order for the Receiving Party to be able to perform its obligations under this Agreement; provided that such employee is made aware of this Agreement and are informed of their obligation the obligations and restrictions imposed herein and (2) to hold the Receiving Party’s authorized agents and representatives who need to know such information confidential in order for the Receiving Party to be able to perform its obligations under this Agreement. The Parties agree and acknowledge that certain Confidential Information of each Party may be required for submission to federal or state regulatory bodies. The Parties acknowledge and agree that such submissions, so long as required by applicable law, shall not constitute a violation of the same extent as terms of this Agreement; provided that the Party making such submission has provided the other Party with prior written notice that the submission is applicable being made identifying the Confidential Information to the Parties and in respect of whose failure be Disclosed, submitted only that Confidential Information necessary to comply with such obligationsapplicable law. In addition, the prohibition against disclosure shall not apply to any disclosure required pursuant to judicial or governmental order, regulation or law provided that the Receiving Party making disclosure shall give reasonable notice of such disclosure to the Disclosing Party unless the giving of such notice is prohibited by applicable order or law. The term “Confidential Information” shall not include information which the Receiving Party can demonstrate by competent written proof: (a) is, at the time of disclosure by the Disclosing Party, or thereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public; (b) is known by the Receiving Party, free of any restrictions on disclosure, at the time the Receiving Party receives such information from the Disclosing Party; (c) is, subsequent to receipt by the Receiving Party, furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure; or (d) is the subject of specific written permission to disclose provided by the Disclosing Party and signed by an authorized official of the Disclosing Party. All Confidential Information (including copies thereof) will remain the property of the Disclosing Party. Upon request, the Receiving Party will, at the election of the Disclosing Party, either destroy the Confidential Information (and so certify in writing) or return the Confidential Information to the Disclosing Party. A Receiving Party may retain one archival copy for the purpose of monitoring and insuring compliance with the terms of this Agreement only provided that it is treated in accordance with the provisions set forth herein for protection of Confidential Information. The Receiving Party may also retain such additional copies as may be responsiblerequired by applicable law provided that such copies are also treated in accordance with the provisions set forth herein for protection of Confidential Information. Notwithstanding the foregoing, Nothing in the event that this Agreement nor any demand or request for disclosure of Confidential Information is made pursuant to clause (i) aboveby the Disclosing Party, each party hereto, as applicableduring the term of this Agreement, shall promptly notify operate to confer any intellectual property rights upon the other of Receiving Party nor be effective to license or transfer to the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedyReceiving Party any right, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnishtitle, or cause to be furnished, only that portion of interest in the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationof the Disclosing Party.

Confidentiality. (a) From Prior to the execution of this Agreement and after prior to the Distribution Dateconsummation of the Merger, each of NiSource the Company and Columbia shall holdBuyer, and shall cause their respective Subsidiariessubsidiaries, Affiliates affiliates, officers, directors, agents, employees, consultants and Representatives advisors (collectively, the “Representatives”) have provided and will provide one another with information which may be deemed by the party providing the information (the “Disclosing Party”) to holdbe non-public, in strict confidenceproprietary and/or confidential, with at least including but not limited to trade secrets (collectively, “Confidential Information”) of the same degree Disclosing Party. Each of care the Company and Buyer agrees that applies to NiSource’s as the party receiving the Confidential Information (the “Receiving Party”), it will hold confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, protect all Confidential Information provided to it by the Disclosing Party or its Representatives, except that the obligations contained in this Section 5.23(a) shall not in any way restrict the rights of either the disclosing Company or Buyer to use information that: (i) is or becomes available to the public other than by breach of this Agreement by the Receiving Party or its Representatives; (ii) becomes lawfully available to the Receiving Party on a non-confidential basis from a third party who is not under an obligation of confidentiality to the Disclosing Party or subject to a legal or fiduciary obligation with respect to such information; (iii) has been independently developed by the Receiving Party without violating any of its Affiliates obtained obligations under this Agreement; or (iv) is provided by either the Company or Buyer for disclosure concerning such receiving party in the Proxy Statement/Prospectus or the Registration Statement. If this Agreement is terminated prior to the Distribution DateClosing, accessed by such receiving each party pursuant hereto agrees to Section 9.1 return all documents, statements and other written materials, whether or furnished not confidential, and all copies thereof, provided to such receiving party it by or on behalf of the disclosing other party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the . The provisions of this Section 9.8 or similar confidentiality obligations; provided5.23(a) shall survive termination, howeverfor any reason whatsoever, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to and, without limiting the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach remedies of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, parties hereto in the event that of any demand or request for disclosure breach of Confidential Information is made pursuant to clause (i) abovethis Section 5.23(a), each party hereto, as applicable, shall promptly notify of the parties will be entitled to seek injunctive relief against the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate party in obtaining. In the event that such appropriate protective order of a breach or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion threatened breach of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthis Section 5.23(a).

Confidentiality. (a) From Integra and after the Distribution DateIntegra Subsidiaries on the one hand, each and SeaSpine and the SeaSpine Subsidiaries on the other hand, shall not use or permit the use of NiSource and Columbia shall holdkeep, and shall cause their respective Subsidiaries, Affiliates and Representatives to holdkeep, confidential all information concerning the other Party in strict confidencetheir possession, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date their custody or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, under their control to the extent not addressed in a Transaction such information, (i) relates to or was acquired during the period up to the Effective Time, (ii) relates to any Ancillary Agreement, (iii) is obtained in the course of performing services for the other Party pursuant to any agreement contemplated herebyAncillary Agreement or (iv) is based upon or is derived from information described in the preceding clauses (i), (ii) or (iii), and each Party shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebywithout the prior written consent of the other) and shall not otherwise release or disclose such Confidential Information information to any other Person, except its Representativessuch Party’s auditors, who attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be bound deemed to have satisfied its obligation to hold confidential any information concerning or owned by the provisions of other Party or any Entity affiliated with the other Party, if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 9.8 or similar confidentiality obligations7.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that NiSource and Columbia and their respective Representatives may disclose the covenants in this Section 7.4 shall terminate with respect to any information not constituting a trade secret under applicable Law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial under any Ancillary Agreement or administrative process orother agreement, instrument or legal obligation). This Section 7.4 shall not apply to information (a) that has been in the opinion public domain through no fault of the receiving party’s counselsuch Party, (b) that has been later lawfully acquired from other sources by other requirements of Law such Party, provided that such source is not known to be (in which case such party will provideor have been) bound by a confidentiality agreement, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (iic) the receiving party can show use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (d) that such information (A) has been published or has otherwise become available to the general public is immaterial and its disclosure is required as part of the public domain without breach conduct of this Agreement, (B) has been furnished or made known that Party’s business and would not reasonably be expected to be detrimental to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach interests of the Third Party’s obligations to a other Party or (Ce) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request Party has agreed in writing may be so used or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationdisclosed.

Confidentiality. (a) From Each party hereto recognizes and after acknowledges that confidential information of various kinds may exist, from time to time, with respect to the Distribution Datebusiness and assets of each party hereto and their respective Affiliates, including the Company’s Wireless Business, whether provided in connection with this Agreement, the Contribution Agreement or any Ancillary Agreement. Accordingly, each party hereto (the “Receiving Party”) covenants that, except with the prior written consent of NiSource and Columbia shall holdthe party (or its Affiliate, as applicable) to whom such confidential information belongs (the “Disclosing Party”), it will, and shall will cause their respective Subsidiariesits Related Parties to, Affiliates consistent with its reasonable practices and Representatives procedures adopted in good faith for handling confidential information and consistent with the Commercially Sensitive Information Policies and Procedures, keep confidential all information regarding each Disclosing Party, including information relating to holdthe Company’s Wireless Business, furnished to it by the Disclosing Party if a reasonable Person would know that such information is confidential or which is clearly designated as “confidential,” and will not, and will cause its Related Parties not to, disclose any such information to any Person whatsoever (other than the Receiving Party’s officers, directors, employees, beneficial owners, attorneys, accountants, advisors, lenders or potential transferees, provided each of such Persons is informed of the confidential nature of such information and, in strict confidencethe case of a potential transferee, such Person executes an agreement for the benefit of the Disclosing Party agreeing to keep such information confidential in accordance Information indicated by [***] in the text has been omitted and filed separately with at least the same degree of care that applies to NiSource’s confidential Securities and proprietary information Exchange Commission pursuant to policies a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. with this Section 16.20). The foregoing covenant of each party hereto will not apply to any information (other than End User Data in effect the case of clauses [a], [b], [c] and [d]): [a] that was or becomes generally available to the public other than as a result of the Distribution Date or such other procedures as may reasonably be adopted disclosure by the receiving party after Receiving Party, [b] that becomes available to the Distribution DateReceiving Party from a source other than the Disclosing Party, all Confidential Information provided that such source is not (to the knowledge of Receiving Party) bound by a confidentiality obligation with respect to such information, [c] that the disclosing party or any of its Affiliates obtained by such receiving party Receiving Party can establish was in the Receiving Party’s possession prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or it being furnished to such receiving party the Receiving Party by or on behalf of the disclosing party or any Disclosing Party, provided that the source of its Affiliates pursuant such information was not (to this Agreement orthe knowledge of the Receiving Party) bound by a confidentiality obligation with respect to such information, [d] regarding the tax treatment of a Member’s investment in the Company, [e] to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial required pursuant to a court order or administrative process orsecurities or other laws, rules or regulations, or [f] in the opinion context of the receiving party’s counsellitigation, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) mediation or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which arbitration between the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationtheir respective Affiliates.

Confidentiality. Except as described in Section 5.4, any and all information provided directly or indirectly by one party (athe “Disclosing Party”) From to the other party (the "Receiving Party"), including, but not limited to, any software, hardware, inventions, processes, designs, drawings, specifications, blueprints, technical information, know-how, trade secrets, product, marketing, business, or financial information related to the Disclosing Party (collectively, "Confidential Information"), will be kept confidential by the Receiving Party and after may not be used, communicated, disclosed, or divulged, except as necessary in the Distribution Dateperformance of the Receiving Party’s obligations under this Agreement or otherwise in connection with the deployment, each of NiSource and Columbia shall holdoperation, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as maintenance of the Distribution Date or such other procedures as may reasonably be adopted by Software. The Receiving Party agrees to limit access to the receiving party after the Distribution Date, all Confidential Information to those of its employees or contractors as are reasonably required for the purpose of performing the Receiving Party’s obligations under this Agreement or otherwise in connection with the deployment, operation, and maintenance of the Software. Prior to disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Personof its employees or contractors, except its Representatives, who shall be bound by the Receiving Party will obtain from each such employee or contractor an agreement substantially as protective of the Disclosing Party’s Confidential Information as the provisions of this Section 9.8 hereof and each employee or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or contractor agrees not to use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, except in the opinion performance of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsiblehereunder. Notwithstanding the foregoing, Confidential Information does not include any information that the Receiving Party can verify based on its written records was (a) already lawfully in the event that Receiving Party's possession without confidentiality obligations prior to receiving it from the Disclosing Party, (b) independently received from a third party without an accompanying duty of confidentiality and without breach of such third party’s obligations of confidentiality, (c) becomes available in the public domain through no action or inaction of the Receiving Party, or (d) developed independently by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information. If Receiving Party becomes legally compelled to disclose any demand or request for disclosure of Confidential Information is made Information, other than pursuant to clause (i) abovea confidentiality agreement, each party heretoReceiving Party will provide Disclosing Party prompt written notice, as applicableif legally permissible, shall promptly notify the other of the existence of such request or demand and shall provide the other will use its best efforts to assist Disclosing Party in seeking a reasonable opportunity to seek an appropriate protective order or other another appropriate remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. (aEach of the parties hereto agrees that it shall not use, or permit the use of, any of the information relating to any other party hereto furnished to it in connection with the transactions contemplated herein ( “Information ”) From and after in a manner or for a purpose detrimental to such other party or otherwise than in connection with the Distribution Date, each of NiSource and Columbia shall holdtransaction, and that they shall cause their respective Subsidiariesnot disclose, Affiliates and Representatives to holddivulge, in strict confidenceprovide or make accessible (collectively, with at least “ Disclose ”), or permit the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Disclosure of, any of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any person or entity, other Personthan their respective directors, officers, employees, investment advisors, accountants, sources of financing, counsel and other authorized representatives and agents, except its Representatives, who shall as may be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled required by judicial or administrative process or, in the opinion of the receiving such party’s 's counsel, by other requirements of Law (in which case such Law; provided , however , that prior to any Disclosure of any Information permitted hereunder, the disclosing party will provide, to first obtain the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure recipients' agreement to comply with the provisions of this Section 5.3 with respect to such obligations, the applicable Party will be responsibleinformation. Notwithstanding the foregoing, in the event confidentiality obligations of this Section 5.3 will not apply after the Closing to any Information furnished to the Purchaser regarding Company or its business. The term “ Information ” does not include any information relating to a party that any demand or request for disclosure of Confidential Information is made pursuant to clause the party disclosing such information can show: (i) above, each to have been in its possession prior to its receipt from another party hereto, as applicable, shall promptly notify ; (ii) to be now or to later become generally available to the other public through no fault of the existence disclosing party; (iii) to have been available to the public at the time of its receipt by the disclosing party; (iv) to have been received separately by the disclosing party in an unrestricted manner from a person entitled to disclose such request information; or demand and shall provide (v) to have been developed independently by the other a reasonable opportunity disclosing party without regard to seek an appropriate protective order or other remedy, which the parties any information received in connection with this transaction. Each party hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, agrees to promptly return to the party whose Confidential from whom it originally received such information all original and duplicate copies of written materials containing Information is required if the Purchase does not occur. A party hereto shall be deemed to be disclosed shall or shall cause have satisfied its obligations to hold the other applicable party Information confidential if it exercises the same care as it takes with respect to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such its own similar information.

Confidentiality. (a) From All data and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted exchanged by the receiving party after Parties and OpCo (other than the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) terms and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach conditions of this Agreement) and all pricing terms shall be maintained in strict and absolute confidence and no Party nor OpCo shall disclose, (B) has been furnished or made known to without the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach prior consent of the Third Party’s obligations to other Parties and OpCo, any such data, information or pricing terms unless the release thereof is required by Law (including any requirement associated with an elective filing with a Governmental Authority) or the rules or regulations of any stock exchange on which any securities of the Parties, OpCo, or any Affiliates thereof are traded. Nothing in this Agreement shall prohibit the Parties or OpCo from disclosing whatever information in such manner as may be required by applicable Law; nor shall any Party or (C) was developed independently of OpCo be prohibited by the terms hereof from disclosing information furnished or made available to the receiving party as contemplated acquired under this Agreement (exceptto any financial institution or investors providing or proposing financing to a Party, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may discloseOpCo, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need any Person proposing to know such information and are informed of their obligation to hold such information confidential to purchase the same extent as is applicable to equity in any Party or OpCo or the Parties and in respect of whose failure to comply with such obligations, the applicable assets owned by any Party will be responsibleor OpCo. Notwithstanding the foregoing, the restrictions in the event this Section 17.11 will not apply to data or information that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify is in the possession of the Person receiving such information prior to disclosure by the other Party or OpCo, (ii) is or becomes known to the public other than as a result of a breach of this Agreement or (iii) becomes available to a Party or OpCo a non-confidential basis from a source other than the other Party or OpCo, provided that such source is not bound by a confidentiality agreement with, or other fiduciary obligations of confidentiality to, the other Party or OpCo. This Section will survive any termination of this Agreement for a period of 24 Months from the end of the existence Year in which the date of such request or demand termination occurred. (End of Agreement Terms and Conditions) Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT A TO AGREEMENT TERMS AND CONDITIONS RELATING TO OIL GATHERING SERVICES SERVICE AREA Weld County, Colorado Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT B TO AGREEMENT TERMS AND CONDITIONS RELATING TO OIL GATHERING SERVICES DOWNTIME FEE REDUCTION Individual System Downtime Percentage (per Month) Percentage Reduction of Individual Fee with respect to such Individual System Greater than 7% and up to and including 10% 5% Greater than 10% and up to and including 12% 10% Greater than 12% and up to and including 15% 15% Greater than 15% 20% (End of Exhibit B) Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT C Reserved Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT D TO AGREEMENT TERMS AND CONDITIONS RELATING TO OIL GATHERING SERVICES INSURANCE Each of OpCo (on behalf of Midstream Co) and Producer shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, purchase and maintain (or cause to be furnishedpurchased and maintained) in full force and effect at all times during the Term of this Agreement, only at such Party’s sole cost and expense and from insurance companies that portion are rated (or whose reinsurers are rated) “A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized rating agency, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the Confidential Information obligations undertaken by such Party in this Agreement, shall be primary (with the exception of the Excess Liability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationParty.

Confidentiality. (a) From JetBlue and after LiveTV acknowledge and agree that the Distribution Date, information each has provided or shall provide in connection with the negotiation of NiSource and Columbia shall holdperformance of this Agreement has been provided in confidence, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s remain confidential and proprietary to the party supplying such information pursuant (the "Confidential Information"). Each party agrees that they have not and will not reveal the same to policies any third party or use the same for any purpose other than performing its obligations hereunder or as otherwise permitted hereunder except: (i) if the Confidential Information is in effect as the public domain at the time of disclosure; (ii) at the written direction of the Distribution Date or such other procedures as may reasonably be adopted party; (iii) to the extent the Confidential Information has been acquired by the receiving disclosing party after prior to the Distribution Date, all Confidential Information time of disclosure by means not in violation of this Agreement or any law which was known to the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of which the disclosing party or any of its Affiliates pursuant to this Agreement orshould have known with reasonable care, (iv) to the extent not addressed necessary to comply with the law or valid order of a court of competent jurisdiction, in which event the disclosing party shall, if permitted by law, so notify the other party as promptly as practicable and shall, upon request of the non-disclosing party at the expense of the non-disclosing party, obtain a Transaction Agreement, any agreement contemplated hereby, shall not use protective order with respect to such Confidential Information Information; and (except v) as contemplated by this Agreementpart of its normal reporting or review procedure to its parent company, its auditors and its attorneys, provided that such Transaction Agreement or any agreement contemplated hereby) parent company, auditors and shall not release or disclose such Confidential Information attorneys agree to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 Article 14. The parties expressly acknowledge and agree that the LiveTV Technical Specification shall constitute Confidential Information, is the sole property of LiveTV regardless of the manner in which such Technical Standards are developed. No Confidential Information of this type or similar confidentiality obligations; providedany other shall be shared by JetBlue with any subcontractor or other component manufacturer or provider or other party, however, that NiSource unless and Columbia until such party agrees to be bound by the provisions of this Article 14 and their respective Representatives may disclose or use such information if, and only to LiveTV expressly approves the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, relevant Confidential Information to their respective auditorssuch party. JetBlue shall remain responsible and liable for the compliance by any such party with the provisions of this Article 14. Agreement between JetBlue and LiveTV 37 December 17, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.2001

Confidentiality. (a) From Each Party expressly covenants and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care agrees that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or neither such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or Party nor any of its Affiliates obtained by such receiving party prior will disclose, divulge, furnish or make accessible to anyone any information relating to the Distribution Datetransactions contemplated hereby. CWI agrees to keep all information (including the Due Diligence Materials) concerning the Property and Hotel which are provided to CWI by WPPI or which CWI otherwise obtains in the course of diligence, accessed by such receiving party pursuant strictly confidential to Section 9.1 or furnished to such receiving party by or on behalf at least the level of care it would treat its own confidential information. Notwithstanding the disclosing party or any of foregoing, each Party and its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not may use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information information in the ordinary course of their business to any other Personaccountants, except its Representativeslegal counsel, advisors, employees, representatives and agents who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligationshave a legitimate need to know such information and to prospective investors and lenders in connection with future real estate projects and investments; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use nothing in this Section 9.16 will prohibit the disclosure of any such information if, and only (a) which is required to be disclosed by the Party or any such Affiliate in connection with any Action or under any applicable Law; (b) in connection with the enforcement of any of the rights of the Party hereunder; (c) to the extent thatrequired by securities laws; (d) in connection with the defense by the Party of any claim asserted against it hereunder; or (e) that has come into the public domain other than as a result of the disclosure by such Party or its Affiliate; provided, (i) however, that in the case of a disclosure of such information is compelled contemplated by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law clause (in which case such party will providea), to the extent reasonably practicable under no disclosure shall be made until the circumstances, advance written Party shall give notice to the other party Parties of its intent the intention to make such disclosure) or (ii) the receiving party can show that disclose such information so that the other Parties may contest the need for disclosure, and the disclosing Party will cooperate (Aand will cause its Affiliates and their respective representatives to cooperate) has been published or has otherwise become available to with the general public as part other Parties in connection with any such Action, all such cooperation at the expense of the public domain without breach Company. This Section 9.16 shall survive the Closing or any termination of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. For a period of five (5) years from the date of this Agreement, each of Novartis and TWT agrees that the receiving party shall not publish or otherwise disclose and shall not use for any purpose any information furnished to it by the other party hereto pursuant to this Agreement which if disclosed in tangible form is marked "Confidential" or with other similar designation to indicate its confidential or proprietary nature, or if disclosed orally is confirmed as confidential or proprietary by the party disclosing such information at the time of such disclosure ("Confidential Information"). Without limiting the foregoing, it is understood that the Assays will be deemed to be Confidential Information of TWT whether or not marked as such and that any patent application furnished by Novartis to TWT pursuant to paragraph 5 shall be deemed to be Confidential Information of Novartis, whether or not marked as such. Notwithstanding the foregoing, it is understood and agreed that Confidential Information shall not include information that, in each case as demonstrated by written documentation: (a) From and after was already known to the Distribution Datereceiving party, each other than under an obligation of NiSource and Columbia shall holdconfidentiality, and shall cause their respective Subsidiaries, Affiliates and Representatives at the time of disclosure; (b) was generally available to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as public or otherwise part of the Distribution Date public domain at the time of its disclosure to the receiving party; (c) became generally available to the public or such otherwise part of the public domain after its disclosure and other procedures as may reasonably be adopted than through any act or omission of the receiving party in breach of this Agreement; or (d) was subsequently lawfully disclosed to the receiving party by a person other than a party hereto or developed by the receiving party after without reference to any information or materials disclosed by the Distribution Datedisclosing party. Notwithstanding the foregoing provisions of this paragraph 6 above, all each party hereto may disclose the other's Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Dateextent such disclosure is reasonably necessary, accessed by in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations, submitting information to tax or other governmental authorities, or in exercising its rights hereunder (including granting any permitted sublicenses), provided that if a party is legally required to make any such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf disclosure of the disclosing party or any of its Affiliates pursuant to this Agreement oranother party's Confidential Information, to the extent not addressed in a Transaction Agreementit may legally do so, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party it will provide, to the extent reasonably practicable under the circumstances, give reasonable advance written notice to the other latter party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available disclosure and, save to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, extent inappropriate in the case of each patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (Awhether through protective orders or otherwise), (B) and (C), to the extent that notwithstanding the foregoing, use This paragraph 6 will survive expiration or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed termination of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthis Agreement.

Confidentiality. (a) From Prior to the Effective Time and after the Distribution Dateany termination of this Agreement, each of NiSource Parent and Columbia the Company shall hold, and shall use its reasonable efforts to cause their respective Subsidiariesits officers, Affiliates directors, employees, accountants, counsel, consultants, advisors and Representatives agents to hold, in strict confidence, with at least the same degree unless compelled to disclose by judicial or administrative process or by other requirements of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Datelaw, all Confidential Information of confidential documents and information concerning the disclosing other party furnished to it or any of its Affiliates obtained by such receiving party prior to in connection with the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as transactions contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, that such information can be shown to have been (i) previously known on a disclosure of non-confidential basis by such party from a source other than the other party or its Subsidiaries or their advisors, provided that to such party's knowledge such source was not prohibited from disclosing such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case to such party will provideby a contractual, to the extent reasonably practicable under the circumstances, advance written notice legal or fiduciary obligation to the other party of or its intent to make such disclosure) Subsidiaries or their advisors, (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of in the public domain without breach through no fault of such party or (iii) later lawfully acquired by such party on a non-confidential basis from sources other than the other party or its Subsidiaries or their advisors, provided that to such party's knowledge, after due inquiry, such source is not prohibited from disclosing such information to such party by a contractual, legal or fiduciary obligation to the other party or its Subsidiaries or their advisors; provided that each of Parent and the Company may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such party informs such Persons of the confidential nature of such information and directs them to treat it confidentially. Notwithstanding any other provision of this Agreement, (B) has been furnished or made known to each of Parent and the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to Company may disclose the receiving party to involve a breach tax treatment and tax structure of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as transactions contemplated under by this Agreement (exceptincluding any materials, in the case opinions or analyses relating to such tax treatment or tax structure, but without disclosure of each of (A)identifying information or, (B) and (C), except to the extent that notwithstanding the foregoingrelating to such tax structure or tax treatment, use any nonpublic commercial or disclosure thereof would be prohibited financial information, except as otherwise required by applicable Lawsecurities laws); and provided further that NiSource and Columbia may disclose. Moreover, notwithstanding any other provision of this Agreement, there shall be no limitation on Parent's or permit disclosure ofthe Company's ability to consult any tax adviser, Confidential Information to whether or not independent from Parent, Company or their respective auditorsAffiliates, attorneys, financial advisors, bankers regarding the tax treatment or tax structure of the transactions contemplated by this Agreement. Each of Parent and other appropriate Representatives who have a need to know such information and are informed of their the Company shall satisfy its obligation to hold any such information confidential in confidence if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, each of Parent and the Company shall, and shall use its reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the same extent as is applicable to the Parties other party, upon request, all documents and in respect of whose failure to comply with such obligationsother materials, the applicable Party will be responsible. Notwithstanding the foregoingand all copies thereof, in the event that any demand it or request for disclosure of Confidential Information is made pursuant to clause (i) aboveits Affiliates obtained, each party heretoor that were obtained on their behalf, as applicable, shall promptly notify from the other of the existence of party in connection with this Agreement and that are subject to such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationconfidence.

Confidentiality. Except as expressly permitted in this Section 33.33, neither party nor its agents, servants, employees, invitees and contractors will, without the prior written consent of the other party, disclose or use any Confidential Information (as defined below) of the other party to any third party. “Confidential Information” means information of a party if either: (a) From it is disclosed by the party to the other party in writing, orally or by inspection of tangible objects and after is conspicuously marked “Confidential”, “Proprietary” or the Distribution Datelike; (b) it is disclosed by one party to the other party in non-tangible form and is identified as confidential at the time of disclosure; or (c) would reasonably be understood, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least given the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as nature of the Distribution Date information or the circumstances surrounding its disclosure, to be confidential. Notwithstanding the foregoing, all financial information of Tenant provided to Landlord under this Agreement will be considered the Confidential Information of Tenant. In addition, notwithstanding anything in this Lease to the contrary, the terms of this Lease (but not its mere existence) will be deemed Confidential Information of each party. Other than the terms and conditions of this Lease, information will not be deemed Confidential Information hereunder if such other procedures information: (i) is publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as may reasonably be adopted shown by the receiving party’s competent files and records prior to the time of disclosure; (iv) is independently developed by the receiving party after the Distribution Date, all Confidential Information without use of or reference to the disclosing party party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or any of its Affiliates (v) is obtained by such the receiving party prior to the Distribution Date, accessed by from a third party lawfully in possession of such receiving party pursuant to Section 9.1 or furnished to information and without a breach of such receiving party by or on behalf third party’s obligations of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) confidentiality. The terms and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions conditions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information Lease will cease being confidential if, and only to the extent that, (i) they become publicly known, except through a disclosure breach of such information is compelled this Section by judicial or administrative process or, in a party. Each party will secure and protect the opinion Confidential Information of the receiving other party (including, without limitation, the terms of this Lease) in a manner consistent with the steps taken to protect its own trade secrets and confidential information, but not less than a reasonable degree of care. Each party may disclose the other party’s counsel, Confidential Information where: (A)the disclosure is required by Applicable Law or by an order of a court or other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written governmental body having jurisdiction after giving reasonable notice to the other party of its intent with adequate time for such other party to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, seek a protective order; (B) has been furnished or made known to if in the receiving party without opinion of counsel for such party, disclosure is advisable under any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach applicable securities laws regarding public disclosure of the Third Party’s obligations to a Party or business information; (C) was developed independently of information furnished the disclosure is reasonably necessary and is to that party’s or made available to the receiving party as contemplated under this Agreement (exceptits affiliates’ employees, in the case of each of (A)officers, (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditorsdirectors, attorneys, financial accountants, consultants and other advisors, bankers or to Landlord’s mortgage lender and its counsel, or the disclosure is otherwise necessary for a party to exercise its rights and perform its obligations under this Lease, so long as in all cases the disclosure is no broader than necessary and the party who receives the disclosure is bound by confidentiality obligations as restrictive as the terms herein; or (D) the disclosure is reasonably necessary for a party to conclude a business transaction provided that the party who receives the disclosure is bound by confidentiality obligations as restrictive as the terms herein. Each party is responsible for ensuring that any Confidential Information of the other appropriate Representatives who have a need party that the first party discloses pursuant to know such information and are informed this Section 33.33 is kept confidential by the person receiving the disclosure. Without limiting the generality of their obligation to hold such information confidential to this Section 33.33, neither party will, directly or indirectly issue any written press release regarding this Lease (except as required by Applicable Law), or use the same extent as is applicable to other party’s name for any commercial purposes or use any of the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoingother party’s trademarks, in each case, without the event that any demand or request for disclosure express prior written consent of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall granted or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed withheld in such party’s sole and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationabsolute discretion.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Each of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or parties hereto hereby agrees that any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, regarding (i) a party to this Agreement or such party’s business, assets, management or operating plans (“Party Confidential Information”), (ii) the terms and conditions of this Agreement, (iii) the Purchaser’s acquisition of the Securities or (iv) the negotiation and execution of this Agreement shall be held in confidence by both parties, and neither party shall make any disclosure of any such information unless (a) the release of such information is ordered pursuant to a subpoena or other order from a court or Governmental Authority of competent jurisdiction, (b) the release of such information is otherwise required by applicable law, including, without limitation, the requirement of the Company under the Exchange Act to file a current report on Form 8-K that discloses the transactions contemplated hereby and includes copies of this Agreement and the other Transaction Documents, or (c) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any applicable Law or other restriction; provided that disclosure of such information may be made by Purchaser to any Affiliate, or to any transferee or assignee of the Securities, so long as such Affiliate, transferee or assignee is bound by confidentiality obligations reasonably similar in substance to those set forth in this Section 6.5. The confidentiality obligations of each party with respect to the other party’s Party Confidential Information shall continue for a period of two (2) years following the date hereof, and during such period neither party shall use the other party’s Party Confidential Information for any purpose other than in connection with the transactions contemplated herein or in any of the other Transaction Documents. Each of the parties hereto hereby further agrees that such party shall obtain no intellectual property or other rights with respect to any information disclosed by the other party to such party in any investigation pursuant to Section 6.2, or during the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, and all such information shall remain the property of the disclosing party. Each party agrees that it shall, upon learning that disclosure of such information is compelled sought in or by judicial a court or administrative process orGovernmental Authority of competent jurisdiction or through other means, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written give prompt notice to the other party of and allow the other party, at its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C)expense, to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit undertake appropriate action to prevent disclosure of, Confidential Information or to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have obtain a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligationsprotective order for, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to holdEach party hereto expressly acknowledges that it may receive, in strict confidenceits capacity as the Company or a Member, with at least the same degree of care that applies to NiSource’s as applicable, confidential and or proprietary information pursuant relating to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving another party after the Distribution Date, all Confidential Information of the disclosing party hereto or any of its Affiliates obtained by such receiving party prior to the Distribution Date(“Confidential Information”), accessed by such receiving party pursuant to Section 9.1 or furnished including information relating to such receiving party by or on behalf other party’s financial condition and business plans, and that the disclosure of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any a Third Party would cause irreparable injury to such other Personparty. Except (i) with the prior written consent of each applicable other party hereto, except (ii) as required in order to comply with applicable securities or other Law or requirement of a national securities exchange to which such party is subject to the extent such party is advised by its legal counsel that it is required to make such disclosure in order to avoid violating a Law or the rules of a national securities exchange; provided that (A) the requirement to make the disclosure does not arise from such party’s breach of this Section 12.12 or the unilateral actions of it or its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only (B) to the extent thatlegally permissible, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the notifies each applicable other party of its intent intention to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part disclosure and provides a description of the public domain without breach information it intends to disclose and the form of this Agreementsuch disclosure as promptly as is practicable and in any event at least 24 hours prior to making such disclosure, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available the party seeking to the receiving make such disclosure agrees to cooperate with each applicable other party as contemplated under this Agreement (exceptso that each such other party may seek, in the case of each of (A)at its sole cost and expense, (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate remedy and (D) in obtaining. In the event that such appropriate a protective order or other remedy is not obtained, the party whose Confidential Information making the disclosure (1) will furnish only that information that, on the advice of its legal counsel, is required to be disclosed shall by applicable Law or shall cause the other applicable party to furnish, or cause to be furnished, only that portion rules of the Confidential Information that is legally required a national securities exchange to be disclosed and shall take commercially (2) will use its reasonable steps best efforts to ensure obtain an order or other reasonable assurance that confidential treatment is will be accorded to such information; (iii) for disclosure to such party’s Affiliates and its and their respective Representatives who need to know such information for the performance of the duties or responsibilities of such Affiliates or Representatives; provided that each party shall cause such Affiliates or Representatives, as applicable, to comply with this Section 12.12 as though each such Affiliate or Representative were a party to this Agreement, and each party acknowledges and agrees that it will be responsible for any breach of the terms of this Section 12.12 by any such Affiliate or Representative, (iv) for disclosure to any bona fide prospective Transferee of the equity or assets of such party or its Affiliates or the Membership Interest held by such party; provided that such Transferee agrees to be bound by the provisions of this Section 12.12 or other confidentiality agreement containing terms no less restrictive than those contained in this Section 12.12, or (v) in connection with any Proceeding between or among any of the parties hereto arising out of or in connection with this Agreement, or the enforcement hereof, such party shall not disclose any such Confidential Information to a Third Party, and such party shall use reasonable efforts to preserve the confidentiality of such Confidential Information; provided that, with respect to any Confidential Information consisting of any presentation or other materials prepared by or for the Board of Managers or the Company and marked or designated as “confidential”, the exception set forth in the foregoing clause (iii) shall apply only to the extent necessary for such party to exercise its rights and comply with its obligations hereunder or monitor its investment in the Company. Without limiting the foregoing, each Manager shall, subject to applicable Law, be permitted to communicate Confidential Information received by such Manager in his or her capacity as a Manager to the Member that designated such Manager so long as such Member keeps such Confidential Information confidential in accordance with this Section 12.12. The obligations of a party hereto under this Section 12.12 shall survive the termination of this Agreement or, if such party is a Member, the earlier cessation of such Member’s status as a Member, in each case for a period of three years.

Confidentiality. (a) From Each of the Borrower and after the Distribution Date, each of NiSource Servicer covenants and Columbia shall holdagrees to hold in confidence, and shall cause their respective Subsidiariesnot disclose to any Person, Affiliates and Representatives to hold, in strict confidence, with at least the same degree terms of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to or the extent not addressed Fee Letter (including any fees payable in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by connection with this Agreement, such Transaction Agreement the Fee Letter or any agreement contemplated hereby) other Transaction Document or the identity of the Administrative Agent or any other Credit Party), except as the Administrative Agent and shall not release or disclose such Confidential Information each Lender may have consented to in writing prior to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligationsproposed disclosure; provided, however, that NiSource and Columbia and their respective Representatives it may disclose or use such information if(i) to its Advisors and Representatives, and only (ii) to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public other than as part a result of a disclosure by or through the public domain without breach of this AgreementBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) has been furnished or made known requested by any Governmental Authority to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (exceptdisclose such information; provided, that, in the case of each of clause (A)iii) above, the Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be unless otherwise prohibited by applicable Applicable Law); ) notify the Administrative Agent and provided further the affected Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Borrower and the Servicer agrees to be responsible for any breach of this Section 14.06 by its Representatives and Advisors and agrees that NiSource its Representatives and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know Advisors will be advised by it of the confidential nature of such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure shall agree to comply with such obligations, the applicable Party will be responsiblethis Section 14.06. Notwithstanding the foregoing, in the event it is expressly agreed that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the Borrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of such request or demand the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrative Agent shall provide the other be provided a reasonable opportunity to seek an appropriate protective order review such press release or other remedypublic announcement prior to its release and provide comment thereon; and provided, which further, that no such press release shall name or otherwise identify the parties hereto will cooperate in obtainingAdministrative Agent, any other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). In Notwithstanding the event foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement; provided that the Borrower shall be provided a reasonable opportunity to review such appropriate protective order tombstone or other remedy is not obtained, the party whose Confidential Information is required advertising material prior to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed its initial release and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.provide comment thereon. 109

Confidentiality. (a) From Except as hereinafter permitted, Seller and after the Distribution Date, Purchaser each of NiSource expressly acknowledge and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care agree that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to Closing, the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as transactions contemplated by this AgreementAgreement and the terms, such Transaction Agreement or any agreement contemplated hereby) conditions, and shall negotiations concerning the same will be held in the strictest confidence by each of them and will not release or disclose such Confidential Information be disclosed by either of them except to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information iflegal counsel, accountants, consultants, officers, partners, directors, SHAREHOLDERS, brokers, lenders, consultants and other Licensee Parties, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder. Except as expressly provided in this Agreement, Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement from issuing a press release or making other public disclosures with respect to any information otherwise deemed confidential under this Article XII (ia) in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or (b) required by law or (c) required by rule or regulation of the Securities and Exchange Commission or the New York Stock Exchange, including without limitation in any filings required by a governmental authority, or (d) after Closing, provided that neither party shall issue a press release pertaining to the Closing without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and Purchaser hereby agree, however, that the press release of either party issued in connection with the Closing may contain a reference to the Purchase Price. In determining whether a disclosure of such information is compelled by judicial or administrative process or, contemplated in the opinion preceding sentence is required by law or by rule or regulation of the receiving party’s Securities and Exchange Commission or the New York Stock Exchange, the disclosing party is entitled to rely upon the written advice of counsel. Nothing in this Article XII will negate, by other requirements supersede or otherwise affect the obligations of Law (in which case such party will provide, to the extent reasonably practicable parties under the circumstancesConfidentiality Agreement, advance written notice to and the other party provisions of its intent to make such disclosure) or (ii) this Article XII will survive the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach termination of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia Each Party shall hold, and shall use reasonable commercial efforts to cause their respective SubsidiariesAffiliates, Affiliates consultants and Representatives advisors to hold, in strict confidence, with at least confidence all Information concerning the same degree of care that applies other furnished to NiSource’s confidential and proprietary information it by the other Party or Parties or their representatives pursuant to policies in effect this Section 9.1 (except to the extent that such Information (i) is or becomes generally available to the public other than as a result of the Distribution Date any action or such other procedures as may reasonably be adopted inaction by the receiving party after Party or Parties, (ii) was within the Distribution Date, all Confidential Information possession of the disclosing party receiving Party or any of its Affiliates obtained by such receiving party Parties prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or it being furnished to such the receiving party Party or Parties by or on behalf of the disclosing party Party or Parties pursuant hereto, provided that the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any of its Affiliates pursuant person or entity with respect to this Agreement orsuch information, or (iii) is or becomes available on a non-confidential basis to the extent receiving Party or Parties from a source other than the disclosing Party or Parties, provided that the source of such information was not addressed in bound by a Transaction Agreementconfidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any agreement contemplated hereby, shall not use person or entity with respect to such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebyinformation) and each of the Sellers shall not hold, and shall use reasonable commercial efforts to cause their respective Affiliates, consultants and advisors to hold, in strict confidence all Information concerning the Business; no Party shall release or disclose such Confidential Information to any other Personperson, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need consultants and advisors, unless compelled to know disclose such information and are informed Information by judicial or administrative process or by other requirements of their obligation law or so as not to hold such information confidential violate the rules of any stock exchange; provided, however, that in the case of disclosure compelled by judicial or administrative process, the receiving Party or Parties shall (to the same extent as is permitted by applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ilaw) above, each party hereto, as applicable, shall promptly notify the other disclosing Party or Parties promptly of the existence of such request and the documents requested thereby so that the disclosing Party or demand and shall provide the other a reasonable opportunity to Parties may seek an appropriate protective order or other appropriate remedy. If, which in the parties hereto will cooperate absence of a protective order or other remedy or the receipt of a waiver hereunder, a Party is, in obtaining. In the event that written opinion of its counsel, compelled to disclose any Information to any tribunal or other entity or else stand liable for contempt or suffer other censure or penalty, such Party may so disclose the Information without liability hereunder; provided, however, that, such Party gives written notice to the other Party or Parties of the information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is practicable, uses all reasonable efforts to limit any such disclosure to the precise terms of such requirement and cooperates with the disclosing Party or Parties to obtain an appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure reliable assurance that confidential treatment is will be accorded to such informationinformation by the tribunal or other entity.

Confidentiality. Except as permitted below, each Party shall maintain the confidentiality of the Agreement. The negotiations in connection with this Agreement were and are intended by the Parties to be privileged settlement discussions, and are confidential; none of the Parties shall disclose such negotiations unless compelled to do so by a court of competent jurisdiction. Neither this Agreement, its contents, terms and conditions, nor any other information concerning this Agreement or the dispute between the Parties, shall be disclosed to third parties (including, but not limited to, the media) without the express written approval of all the Parties, except as otherwise provided in this Section or as required by federal or state securities law, rule or regulation. This Agreement shall not be introduced in evidence or used for any purpose except: (a) From and after the Distribution Date, each in an action to enforce its provisions; (b) to prove a defense to a claim or other legal form of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives action alleged to holdhave been released herein; (c) in response to an order directed to a Party from a judicial or governmental authority having jurisdiction over such Party, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by which event the receiving party after shall notify the Distribution Date, all Confidential Information other Parties of the disclosing order; (d) in response to a subpoena or other process served on a Party (the “Served Party”) by a third party seeking to compel the disclosure of this Agreement or any its terms, in which event, however, the Served Party shall notify the other Party or Parties of such subpoena or process as soon as possible and grant it or them the opportunity to notify the Served Party in writing within ten (10) days if the other Party or Parties intend to move to quash, seek a protective order or take other appropriate action, and, if so informed, the Served Party shall not make the disclosure sought by the subpoena or notice unless the relief sought is denied or the other Party or Party – despite its Affiliates obtained by such receiving party prior or their notice to the Distribution Datecontrary – fails to seek the noticed relief within a reasonable time; (e) if appropriate in a future action, accessed by such receiving party pursuant in an application for a determination that the settlement between the Parties is a good faith settlement properly subject to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to a contribution bar, in which event this Agreement orshall be filed under seal; or (f) as required by federal or state law, rule or regulation. The Parties also may, to the minimum extent not addressed in necessary, disclose this Agreement to the Internal Revenue Service and/or any state taxing authorities and to the Parties’ respective attorneys, accountants, auditors, professionals and other financial advisors/consultants who have a Transaction Agreementlegal or ethical obligation to hold the terms and information herein confidential, so that they may perform their professional, business, or financial duties and obligations. To the extent possible under federal or state law, rule or regulation, any agreement contemplated hereby, disclosure by either Party subject to the confidentiality terms of this Section shall not use such Confidential Information (except as contemplated by reference the other Party. The determination of whether a federal or state law, rule or regulation requires the disclosure of this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release term or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only provision hereof is left to the extent that, (i) a disclosure sole discretion of such information is compelled by judicial or administrative process orthe Party making the disclosure, in the opinion of the receiving party’s counselconsultation with its attorneys, by other requirements of Law (in which case such party will provideaccountants, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, professionals or other financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information/consultants.

Confidentiality. Each Lender Party agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of the Manager and the Co-Issuers, other than (a) From to their Affiliates, officers, directors, employees, agents and after advisors, including, without limitation, legal counsel and accountants (it being understood that the Distribution DatePerson to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep it confidential), each of NiSource (b) to actual or prospective assignees and Columbia shall holdparticipants, and then only on a confidential basis (after obtaining such actual or prospective assignee’s or participant’s agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (c) as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Co-Issuers or the Manager, as the case may be, has knowledge; provided that each Lender Party may disclose Confidential Information as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Co-Issuers or the Manager, as the case may be, does not have knowledge if such Lender Party is prohibited by law, rule or regulation from disclosing such requirement to the Co-Issuers or the Manager, as the case may be, (d) to Program Support Providers (after obtaining such Program Support Providers’ agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (e) to any Rating Agency providing a rating for any Series or Class of Notes or any Conduit Investor’s debt, (f) in connection with the exercise of any remedies hereunder or under any other Related Document or any action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights hereunder or thereunder or (g) in the course of litigation with the Co-Issuers, the Manager or such Lender Party. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall cause their respective Subsidiaries, Affiliates and Representatives be considered to hold, in strict confidence, have complied with at least its obligation to do so if such Person has exercised the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as maintain the confidentiality of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Person would accord to its own Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationInformation.

Confidentiality. Neither (ai) From Parent nor the Parent Subsidiaries nor (ii) SpinCo nor the SpinCo Subsidiaries shall use or permit the use of (without the prior written consent of the other) and after the Distribution Date, each of NiSource and Columbia such entity shall holdkeep, and shall cause their respective Subsidiaries, Affiliates and its Representatives to holdkeep, confidential all information concerning the other party in strict confidenceits possession, with at least its custody or under its control (except to the same degree extent that (A) such information has been in the public domain through no fault of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained (B) such information has been later lawfully acquired from other sources by such receiving party prior or (C) this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto permits the use or disclosure of such information) to the Distribution Dateextent such information, accessed by such receiving (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other party pursuant to Section 9.1 any Ancillary Agreement, or furnished to such receiving (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each party by or on behalf shall not (without the prior written consent of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebyother) and shall not otherwise release or disclose such Confidential Information information to any other Person, except its such party's Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may unless compelled to disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, or unless such disclosure is required by other requirements of Law (in which case and such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to has provided the other party with prompt notice of its intent such requirement in order to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify afford the other of party the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtainedobtained or that the other party does not waive compliance with the provisions of this Section 4.4, the first party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, will furnish only that portion of such information that it is advised by opinion of counsel, which counsel shall be reasonably acceptable to the Confidential Information that other party, is legally required and will endeavor to be disclosed and shall take commercially reasonable steps to ensure obtain assurance that confidential treatment is will be accorded the information so furnished. Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, Parent, SpinCo and their respective Representatives may (i) consult any tax advisor regarding U.S. federal income tax treatment or tax structure of the transactions contemplated by this Agreement, and (ii) disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to either Parent or SpinCo relating to such informationtax treatment or tax structure.

Confidentiality. The Parties acknowledge that Confidential Information (aas such term is defined below) From and after the Distribution Date, each of NiSource and Columbia shall holdmay be made available to them pursuant to this Agreement, and shall cause their respective Subsidiaries, Affiliates that such Confidential Information has been and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably will be adopted developed by the receiving party after other Party at considerable effort and expense and represents special, unique and valuable proprietary assets of such Party that is not ordinarily disclosed to the Distribution Datepublic, all the value of which may be destroyed by unauthorized dissemination. Each Party acknowledges and agrees that it will become privy to Confidential Information of the disclosing party other Party which could be used in a manner harmful to the Party owning such Confidential Information. Therefore, each Party agrees it will not use any Confidential Information of the other Party in the development, operations, planning, marketing, or distributing of any products or services which compete with those offered by the other Party. Furthermore, except as may be required for the performance of this Agreement, or compliance with any applicable law, during the Term and for a [***] neither Party nor any of its Affiliates obtained by such receiving party prior to the Distribution Dateemployees, accessed by such receiving party pursuant to Section 9.1 representatives, agents or furnished to such receiving party by affiliates will make use of, disseminate, or on behalf of the disclosing party or in any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, way disclose any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any third person, firm, corporation or other Personentity for any reason whatsoever, except its Representatives, who shall said undertaking to be bound enforceable by injunctive or other equitable relief to prevent any violation or threatened violation thereof. Each Party will exercise reasonable care to protect the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource Confidential Information and Columbia and their respective Representatives may will disclose or use such information if, and Confidential Information only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party those of its intent to make such disclosure) employees, representatives, agents or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives affiliates who have a need to know such information and are informed in connection with performance of their obligation to hold this Agreement. Either Party may disclose Confidential Information if required by any judicial or governmental request, requirement or order, provided that such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure give the other Party sufficient prior notice in order to contest such request, requirement or order by notifying the other Party of such request. As used herein, the term "Confidential Information" means all technical, business, financial and other confidential or proprietary information of a Party, any information or material that confidential treatment is accorded has been created, discovered, developed or otherwise become known to a Party (including, without limitation, information created, discovered, developed or made known to such information.Party by third parties) which has commercial value in the telecommunications SPRINT PROPRIETARY INFORMATION EXECUTION VERSION

Confidentiality. (a) From Without limiting the provisions of the Transaction Agreement and after the Distribution Dateother Transaction Agreements and except as may be permitted by Section 9.04 of the Transaction Agreement, each of NiSource and Columbia Party (i) shall hold, (and shall cause their respective Subsidiariesits Representatives and Affiliates to, and for the avoidance of doubt and without limitation Service Provider shall cause any outsource provider or third party providing Transition Services under this Agreement to) treat and hold as confidential all proprietary, confidential and/or trade secret information (“Confidential Information”) that relates to and is disclosed by one Party or its Affiliates (the “Originating Party”) to the other Party or its Affiliates (the “Receiving Party”) in connection with the performance of its obligations under this Agreement, (ii) shall not (and shall cause its Representatives and Affiliates not to) disclose to holdany Person, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date publish or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all make publicly available any Confidential Information of received from the disclosing party Originating Party, and (iii) shall use Confidential Information received from the Originating Party solely in connection with the matters contemplated under this Agreement or the other Transaction Agreements and, to the extent that Buyer or any of its Affiliates obtained by such receiving party prior is the Receiving Party, solely to the Distribution Dateextent necessary in connection with the operation of or performance under the Transferred Products. In the event the Receiving Party is requested or required (by oral or written request for information or documents in any legal proceeding, accessed interrogatory, subpoena, civil investigative demand or similar process or by such receiving party pursuant applicable Law) to Section 9.1 or furnished to such receiving party by or on behalf disclose any Confidential Information of the disclosing party or any of its Affiliates pursuant to this Agreement orOriginating Party, the Receiving Party shall, to the extent not addressed legally permitted, notify the Originating Party promptly of the request or requirement so that the Originating Party, at its expense, may seek an appropriate protective order or waive compliance with this Section 7.01. If, in the absence of a Transaction Agreementprotective order or receipt of a waiver hereunder, any agreement contemplated herebythe Receiving Party is, shall not use such Confidential Information (except as contemplated by this Agreementon the advice of counsel, such Transaction Agreement or any agreement contemplated hereby) and shall not release or required to disclose such Confidential Information Information, the Receiving Party may disclose such Confidential Information; provided that the Receiving Party shall use commercially reasonable efforts to any other Personobtain reliable assurance that confidential treatment will be accorded to such Confidential Information. Notwithstanding the foregoing, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, 7.01 shall not apply to Confidential Information that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published is or has otherwise become becomes publicly available to other than as a result of a disclosure by the general public as part of the public domain without breach Receiving Party in violation of this Agreement, (B) has been furnished is or made known becomes available to the receiving party without any obligation Receiving Party on a non-confidential basis from a source that, to keep it confidential the Receiving Party’s knowledge, is not prohibited from disclosing such information by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party legal, contractual or fiduciary obligation or (C) was is or has been independently developed independently of information furnished or made available to by the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationReceiving Party.

Confidentiality. The Parties acknowledge and understand that prior to the Closing the Company or Buyer (athe “Disclosing Party”) From and after may provide or have provided the Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, other party (the “Receiving Party”) with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Confidential Information. Each of the Distribution Date or such other procedures Parties agrees, as may reasonably be adopted by the receiving party after the Distribution Dateset forth below, to treat confidentially all Confidential Information of it may receive or has received as a Receiving Party. The Receiving Party agrees that the disclosing party or any Confidential Information may be made available only to members of its Affiliates obtained by such receiving party prior company, legal counsel and other advisors to the Distribution DateReceiving Party, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf who have obligations of the disclosing party or any of its Affiliates pursuant to this Agreement or, confidentiality to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) Receiving Party and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of in order to provide their obligation to hold such information confidential services to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsibleReceiving Party. Notwithstanding the foregoing, in the event The term “Confidential Information” does not include information that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) aboveis or becomes generally available to the public other than as a result of a disclosure by the Disclosing Party or its representatives or (ii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, each party heretoprovided that such source is not, as applicableto the Receiving Party’s knowledge, shall promptly notify prohibited from transmitting the other information to the Receiving Party by a contractual, legal or fiduciary obligation. Without the written consent of the existence Disclosing Party, the Receiving Party shall not disclose to any person or entity who is not a Party (excluding those members of such request or demand its company, legal counsel and shall provide other advisors described above) any of the other a reasonable opportunity to seek an appropriate protective order terms, conditions or other remedyfacts with respect to the transactions contemplated under this Agreement, which including the parties hereto existence or status thereof. The Receiving Party will cooperate in obtaining. In not, and will direct its advisors and other representatives not to, disclose the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause and the other applicable party to furnish, or cause to be furnished, only that portion Receiving Party and its representatives will not use any of the Confidential Information that for any purpose other than to provide their services to the Receiving Party. Upon the request of the Disclosing Party or if this Agreement is legally required not consummated, the Receiving Party will either deliver to the Disclosing Party or destroy all Documents or other matter constituting Confidential Information, without retaining any copy thereof. Notwithstanding the return or destruction of such materials, the Parties and their respective representatives will continue to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationbound by their confidentiality obligations in this Section 8.1.

Confidentiality. The Parties will each regard and preserve as strictly confidential all information and material, including, but not limited to, non-public information included as part of the transactions contemplated hereby and all other material or information, including without limitation, customer or client information, provided to one another in connection with the development of the Co-Branded Site (a) From and after hereinafter, "Confidential Information"). Each Party shall not use the Distribution DateConfidential Information of the other Party except as necessary to fulfill its obligations under this or any other related agreements between the parties. Further, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives Party agrees not to hold, in strict confidence, with at least disclose the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as Confidential Information of the Distribution Date other Party to any except those of its employees, consultants and agents who have been apprised of the confidential nature of such information and are under a written obligation, consistent with this Section, to maintain the confidentiality of the other Party's Confidential Information. Each of the Parties agrees that, except as provided in this Agreement or such as otherwise agreed by them in writing, it shall not use the Confidential Information of the other procedures as may reasonably be adopted by Party for its own benefit or for the receiving party after the Distribution Date, all benefit of any third Person. The Parties agree that they each will have no obligation in connection with specific Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only Party to the extent that, : (i) a disclosure of such information Confidential Information is compelled by judicial already known to the receiving Party, free from any obligation to keep such Confidential Information confidential at the time it was obtained from any other Party; (ii) such Confidential Information is or administrative process or, in the opinion becomes publicly known through no wrongful act of the receiving party’s counsel, by other requirements Party or any third Person owing a duty of Law (in which case such party will provide, confidentiality to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make disclosing Party; (iii) such disclosure) or (ii) Confidential Information is rightfully received by the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain Party from a third Person without restriction and without breach of this Agreement or any obligation of such third Person to the disclosing Party; or (iv) such Confidential Information is independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party. Upon the request of the disclosing Party, following the termination or expiration of this Agreement, (B) has been furnished all tangible and machine readable copies of any Confidential Information of the disclosing Party in the possession or made known under the control of the Receiving Party shall, at the disclosing Party's request, be returned to the disclosing Party or destroyed, and the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known shall confirm in writing to the receiving party disclosing Party that such destruction has taken place. Notwithstanding anything contained herein to involve a breach of the Third Party’s contrary, the obligations set forth in this Section shall not apply to a receiving Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use receiving Party is required by order of court or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may discloseany other governmental agency, or permit disclosure ofotherwise by law, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of disclose the Confidential Information that of the other Party; under such circumstances, the receiving Party agrees to give such notice to the disclosing Party as is legally required reasonably possible under the circumstances in order to be disclosed and shall permit the disclosing Party to take commercially reasonable steps legal action in an effort to ensure that confidential treatment is accorded limit or prevent such informationdisclosure.

Confidentiality. (a) From The Parties hereto will hold and after the Distribution Date, each of NiSource and Columbia shall hold, and shall will cause their respective Subsidiariesemployees, Affiliates officers, directors, consultants and Representatives advisors to hold, hold in strict confidence, unless compelled to disclose by judicial or administrative process and then only with at least written notice prior to disclosure to the same degree of care disclosing party, all documents and information concerning the disclosing party furnished to the receiving party in connection with the transactions contemplated by this Agreement (except to the extent that applies such information can be shown to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted have been (i) previously known by the receiving party after other than through a breach of a confidentiality agreement by a third party; (ii) in the Distribution Date, all Confidential Information public domain through no fault of the disclosing party receiving party; or any of its Affiliates obtained (iii) later lawfully acquired by such the receiving party prior to from other sources) (the Distribution Date"Confidential Information"), accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall will not use such Confidential Information except to evaluate and consummate the Merger (except as contemplated by this Agreementand, such Transaction Agreement or any agreement contemplated herebyif the Merger is consummated, in the business of MCSC and the Surviving Corporation thereafter) and shall will not release or disclose such the Confidential Information to any other Personperson, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective 's auditors, attorneys, financial advisors, bankers advisors and other appropriate Representatives who have a need to know consultants and advisors and lending institutions (including banks) or lending authorities in connection with this Agreement (it being understood that such persons shall be informed by the receiving party of the confidential nature of such information and shall be directed by the receiving party to treat such information confidentially). If the transactions contemplated by this Agreement are informed not consummated, such confidence shall be maintained for a period of two (2) years from the date of termination of this Agreement, except to the extent the Confidential Information comes into the public domain through no fault of the receiving party. If requested by the disclosing party, the receiving party will return to the disclosing party, all physical materials furnished by the disclosing party to the receiving party or their respective agents, representatives or advisors and all copies thereof, in whatever medium, and all materials prepared by the receiving party which evaluate or reflect the Confidential Information. It is understood that the receiving party shall be deemed to have satisfied its obligation to hold such information the Confidential Information confidential to if it exercises the same extent care as is applicable it takes to the Parties and in respect of whose failure to comply with such obligations, the applicable Party preserve confidentiality for its own similar information. The disclosing party will be responsible. Notwithstanding the foregoing, entitled to equitable relief in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each a breach by the receiving party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate provisions contained in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationthis Section 5.4(b).

Confidentiality. (a) From During the Term of this Agreement and after the Distribution Datethereafter, each of NiSource party will use and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least reproduce the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all party's Confidential Information only for purposes of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a necessary for such purpose and will restrict disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, party's Confidential Information to their respective auditorsits employees, attorneys, financial advisors, bankers and other appropriate Representatives who have consultants or independent contractors with a need to know such information and are informed will not disclose the other party's Confidential Information to any third party without the prior written approval of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsibleother party. Notwithstanding the foregoing, in the event that any demand or request it will not be a breach of this Agreement for disclosure of either party to disclose Confidential Information is made pursuant of the other party if required to clause do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. As used in this Agreement, the term "Confidential Information" refers to: (i) abovethe terms and conditions of this Agreement; (ii) each party's trade secrets, business plans, strategies, methods and/or practices; and (iii) any other information relating to either party or its business that is not generally known to the public, including but not limited to information about either party's personnel, products, customers, marketing strategies, services or future business plans. Notwithstanding the foregoing, Confidential Information specifically excludes (A) information that is now generally available to the public or subsequently becomes available to the public through no action or fault of the other party; (B) information that is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party's written records, and which was not acquired, directly or indirectly, from the other party; (C) information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by either party's employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder. Notwithstanding anything else set forth in this Section 14, each party hereto, as applicable, shall promptly notify be entitled to use the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate Data in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationaccordance with Section 7 herein.

Confidentiality. The parties hereto will: (a) From and after the Distribution Date, each of NiSource and Columbia shall hold, and shall will cause their respective Subsidiariesemployees, Affiliates officers, directors, consultants, and Representatives advisors to hold, in strict confidence, unless compelled to disclose by judicial or administrative process and then only with at least written notice prior to disclosure to the same degree of care disclosing party, all documents and information concerning the disclosing party furnished to the receiving party in connection with the transactions contemplated by this Agreement (including any information about this Agreement, the services to be rendered hereunder and the fees and expenses to be paid hereunder) (except to the extent that applies such information can be shown to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted have been (i) previously known by the receiving party after other than through a breach of a confidentiality agreement by a third party; (ii) in the Distribution Date, all Confidential Information public domain through no fault of the disclosing party receiving party; or any of its Affiliates obtained (iii) later lawfully acquired by such the receiving party prior to from other sources) (the Distribution Date“Confidential Information”), accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall (b) will not use such Confidential Information except for the purposes set forth herein, and (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated herebyc) and shall will not release or disclose such the Confidential Information to any other Personperson, except its Representatives, who shall be bound by the provisions of this Section 9.8 receiving party’s attorneys or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to advisors being utilized in connection with the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion performance of the receiving party’s counsel, duties hereunder (it being understood that such persons shall be informed by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that of the confidential nature of such information (A) has been published or has otherwise become available and shall be directed by the receiving party to treat such information confidentially). If requested by the disclosing party, the receiving party will return to the general public as part disclosing party or destroy (and will provide to the disclosing party a certificate of destruction executed by an authorized officer) all physical or electronic materials furnished by the public domain without breach of this Agreement, (B) has been furnished or made known disclosing party to the receiving party without any obligation to keep it confidential or their respective agents, representatives or advisors and all copies thereof, in whatever medium, and all materials prepared by a Third Party under circumstances that are not known to the receiving party which evaluate or reflect the Confidential Information to involve a breach the extent such materials do not constitute proprietary data or documentation of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to receiving party. It is understood by the parties hereto that the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), shall be deemed to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their satisfied its obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required confidential if it exercises the same care as it takes to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such preserve the confidentiality of its own similar information.

Confidentiality. (a) From and after the Distribution Date, each of NiSource and Columbia shall holdEach Party agrees to, and shall cause their respective Subsidiariesits Affiliates, Affiliates directors, officers, employees, agents, advisors (including attorneys) and Representatives to holdrepresentatives (“Representatives”) to, keep any information from or regarding any of the Parties, the BIP Funds or TGE obtained in strict confidenceconnection with the Transaction, with at least the same degree of care that applies to NiSource’s including all confidential and proprietary information pursuant to policies in effect as (irrespective of the Distribution Date or such other procedures as may reasonably be adopted by form of communication) of any of GP Acquiror, the receiving party after the Distribution DateClosing Silo Entities, all Confidential Information TGE GP, any member of the disclosing party or TGE Group and of BIP and any of its Affiliates obtained (as further defined below in this Section 3.2, “Confidential Information”), confidential and to use, and cause its Representatives to use, the Confidential Information only to evaluate, analyze, and keep apprised of the Party’s rights and obligations herein and for the internal use thereof by a Party or its Affiliates; provided that the term “Confidential Information” does not include information that (a) is already in such Party’s possession as of the date hereof and was not acquired solely in connection with the Transaction, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such receiving party prior to the Distribution DateParty or such Party’s Representatives in violation of this or another applicable confidentiality obligation, accessed by such receiving party pursuant to Section 9.1 or furnished (c) is or becomes available to such receiving party by or Party on behalf a non-confidential basis from a source other than any of the disclosing party parties hereto or any of its Affiliates pursuant their respective Representatives; provided that such source is not known by such Party to this Agreement orbe bound by a confidentiality agreement with or other obligation of secrecy to any person; provided further, that, nothing herein shall prevent any Party hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Party, (iii) to the extent not addressed required by Law or regulation, (iv) to the extent necessary in connection with the enforcement of its rights, the exercise of any remedy, or the defense of any claim hereunder or under any other agreements entered into in connection with the Transaction, (v) to such Party’s Representatives and investors that need to know such information, (vi) in connection with any proposed Transfer of all or part of an Equity Interest of a Transaction AgreementParty, or the proposed sale of all or substantially all of the assets of a Party or its direct or indirect parent, to advisers or representatives of the Party, its direct or indirect parent or Persons to which such Interest may be Transferred but only if the recipients of such information have agreed to be bound by customary undertakings with respect to confidential and proprietary information similar to this Section 3.2, (vii) in connection with any agreement contemplated herebyproposed financing with respect to any a Party or its direct or indirect parent, shall not use such Confidential Information (except as related to the transactions contemplated by this Agreement, to advisers or representatives of the Party, its direct or indirect parent or Persons providing such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose financing, but only if the recipients of such Confidential Information information have agreed to any other Person, except its Representatives, who shall be bound by the provisions of customary undertakings with respect to confidential and proprietary information similar to this Section 9.8 3.2 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only (viii) to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent Parties shall have consented to make such disclosure) or disclosure in writing (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (exceptbeing understood and agreed that, in the case of each of clauses (Ai), (Bii) and or (Ciii), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other Parties of the existence proposed disclosure as far in advance of such request disclosure as reasonably practicable, consult with each other Party hereto regarding such disclosure or demand filing and shall provide seek confidential treatment for such portions of the disclosure or filing as may be reasonably requested by the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event hereto); provided that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is neither GIC Investor nor Enagas Investor shall be required to be disclosed shall commence or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationparticipate in any litigation in connection therewith.

Confidentiality. (a) From During the Term of the Agreement and after the Distribution Datefor a period of five years thereafter, each of NiSource and Columbia receiving Party (each, a “Recipient”) shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, hold in strict confidenceconfidence any proprietary or confidential information (collectively, “Confidential Information”) of the other Party (the “Discloser”) with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies as the Recipient would protect its own Confidential Information, but in effect as no event with less than a reasonable degree of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Datecare, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Discloser’s Confidential Information to any other Person, third party nor use the Discloser’s Confidential Information for any purpose except its Representatives, who shall be bound by for purposes expressly provided for in the provisions of this Section 9.8 or similar confidentiality obligationsAgreement; provided, provided however, that NiSource and Columbia and their respective Representatives Discloser may disclose or use such Recipient’s Confidential Information when compelled to do so by law if it provides reasonable prior notice to Discloser. Confidential Information does not include information if, and only disclosed by one Party to the extent that, other that (i) is or becomes publicly known other than as a disclosure result of such information is compelled any act by judicial or administrative process orthe Recipient, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) is lawfully received by the receiving Recipient from a third party can show that such information not in a confidential relationship with the Discloser, (Aiii) has been published was already rightfully known by the Recipient prior to receipt thereof from the Discloser, or has otherwise become available (iv) was or is independently developed by the Recipient without reference to the general public as part or use of, in whole or in part, any of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third PartyDiscloser’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsibleInformation. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant each Party’s confidentiality obligations set forth herein shall survive with respect to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Party’s Confidential Information that is legally required a trade secret for so long as such Confidential Information continues to be disclosed a trade secret under applicable law. Each Party agrees that (i) a breach or threatened breach by such Party of any of its obligations under this Section 7 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy, and (ii) in the event of a breach or a threatened breach by such Party, the other Party shall take commercially reasonable steps be entitled to ensure seek a temporary restraining order, an injunction, specific performance, and any other equitable relief that confidential treatment is accorded such informationmay be available from a court of competent jurisdiction.

Confidentiality. (a) From Each Investor Party, Xxxxxxxxx Party, the Seller and Seller Distributee (each, a “Receiving Party”) agrees that Confidential Information furnished and to be furnished to it has been and may in the future be made available in connection with such Receiving Party’s investment in the Company. Until the date that is two (2) years after the Distribution Datea Receiving Party no longer owns any Ordinary Shares, each of NiSource and Columbia such Receiving Party agrees that it shall holdkeep confidential, and that it shall cause their respective Subsidiaries, Affiliates and Representatives any Person to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement or, to the extent not addressed in a Transaction Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of whom Confidential Information is made disclosed pursuant to clause (i) abovebelow to keep confidential, each party heretothe Confidential Information in accordance with this Section 4.03 and shall only use such Confidential Information in connection with its investment in the Company and not for any other purpose; provided that the Company acknowledges that a Receiving Party or its Representatives may (A) invest in or have general knowledge with respect to the industry in which the Company operates and that additional general industry knowledge (i.e., as applicable, shall promptly notify general public knowledge which is not Confidential Information) may be gained by such Receiving Party or its Representative from reviewing the other Confidential Information that cannot be separated from such Receiving Party’s or its Representative’s overall knowledge and (B) retain certain mental impressions of the existence Confidential Information (it being understood that a mental impression is what a person retains when such person has not intentionally memorized the information or retained notes or other aids to help retain such memory) and, provided that such Receiving Party or its Representative does not otherwise disclose any Confidential Information to a third party in violation of this Section 4.03, such general knowledge and mental impressions shall be permitted to be used in the ordinary course of such request Receiving Party’s or its Representative’s business and is not intended to be limited by this Section 4.03. Each Receiving Party further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed (i) to such Receiving Party’s Representatives with respect to such Receiving Party’s investment in the Company, including to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement or the Purchase Agreement, (ii) in the case of any Xxxxxxxxx Party who is a director, officer or employee of the Company or any of its Subsidiaries, in the performance of their duties for and/or on behalf of the Company and its Subsidiaries, (iii) to the extent required by applicable law, rule or regulation or by a governmental authority (including the rules of any relevant stock exchange and complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand and shall provide or similar process to which such Receiving Party or any of its Representatives is subject; provided that such Receiving Party agrees to give the other a reasonable opportunity Company prompt prior notice of such request(s), to the extent legally permissible, so that the Company may seek an appropriate protective order or similar relief (and such Receiving Party shall cooperate (at the Company’s expense) with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation or governmental authority)), provided that no such notice or other remedyaction shall be required in respect of any disclosure made to any banking, which the parties hereto will cooperate in obtaining. In the event financial, accounting, securities or similar supervisory authority exercising its routine supervisory or audit functions, provided, further, that such appropriate protective order or other remedy disclosure is made in the ordinary course and is not obtainedspecific to the Company or the Confidential Information, or (iv) in connection with the party whose Confidential Information is required enforcement of any right or remedy relating to this Agreement or the Registration Rights Agreement or any of the transactions contemplated hereby or thereby. Each Receiving Party agrees to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion responsible for any breach by its Representatives of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationapplicable provisions of this Section 4.03.

Confidentiality. Upon the Closing, the Confidentiality Agreement shall terminate and be superseded by this Section 9.1(f); provided, however, that to the extent the Confidentiality Agreement relates to information (ai) From not related to the Transferred Assets, the Acquired Companies or the Transferred Liabilities or (ii) related to the Business but not primarily related to the Business, the Confidentiality Agreement shall (in each case of clauses (i) and after (ii)) survive with respect to such information, and such information shall be deemed Confidential Information of the Distribution DateSellers. Following the Closing, each of NiSource Buyer and Columbia PKI (a “Receiving Party”) shall hold, and shall use cause their respective Subsidiariesits subsidiaries to hold (and shall use commercially reasonable efforts to cause its other agents, Affiliates consultants and Representatives advisors to hold), in strict confidence, with confidence all Information concerning the other Party furnished to it by the other Party (the “Disclosing Party”) or the other Party’s Affiliates or representatives at least the same degree of care that applies any time prior to NiSource’s confidential and proprietary information Closing or pursuant to policies this Section 9.1 (in effect each case, except to the extent that such Information (A) is or becomes generally available to the public other than as a result of a disclosure by (or through the fault of) the Receiving Party (or its Affiliates, consultants or advisors) in violation of the Distribution Date or such other procedures as may reasonably be adopted by terms of this Section 9.1(f), (B) was within the receiving party after the Distribution Date, all Confidential Information possession of the disclosing party or any of its Affiliates obtained by such receiving party Receiving Party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or it being furnished to such receiving party the Receiving Party by or on behalf of the disclosing party Disclosing Party pursuant hereto, provided that the source of such information was not known by the Receiving Party at the time of receipt to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any of other party with respect to such information, (C) is or becomes available to the Receiving Party from a source other than the Disclosing Party (or its Affiliates pursuant to this Agreement oror representatives), provided that such source is not, to the extent not addressed in Receiving Party’s knowledge at the time of receipt, bound by a Transaction Agreementconfidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any agreement contemplated herebyother party with respect to such information, shall not use such Confidential or (D) was or is independently developed by the Receiving Party without utilizing any Information (except as contemplated by or violating any of the Receiving Party’s obligations under this Agreement), such Transaction Agreement or any agreement contemplated hereby) and the Receiving Party shall not release or disclose such Confidential Information to any other Personperson, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and Columbia and their respective Representatives may disclose or use such information if, and only to the extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the receiving party’s counsel, by other requirements of Law (in which case such party will provide, to the extent reasonably practicable under the circumstances, advance written notice to the other party of its intent to make such disclosure) or (ii) the receiving party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving party without any obligation to keep it confidential by a Third Party under circumstances that are not known to the receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement (except, in the case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other appropriate Representatives who have a need consultants and advisors, unless compelled to know disclose such information and are informed Information by judicial or administrative process or by other requirements of their obligation law or so as not to hold such information confidential violate the rules of any stock exchange; provided, however, that in the case of disclosure compelled by judicial or administrative process, the Receiving Party shall (to the same extent as is permitted by applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ilaw) above, each party hereto, as applicable, shall promptly notify the other Disclosing Party promptly of the existence of such request or demand and shall provide requirement so that the other a reasonable opportunity to Disclosing Party may seek an appropriate protective order or other remedywaive compliance with the provisions of this Section 9.1(f). If, which in the parties hereto will cooperate in obtaining. In the event that such appropriate absence of a protective order or other remedy is not obtainedthe receipt of a waiver hereunder, the party whose Confidential Receiving Party is compelled to disclose any Information is by judicial or administration process, such Receiving Party may so disclose the Information; provided, however, that at the written request of the Disclosing Party, the Receiving Party shall use commercially reasonable efforts to obtain, at the expense of the Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Information required to be disclosed disclosed. For clarity, following the Closing, all Information relating to the Transferred Assets, the Acquired Companies, the Transferred Liabilities or the Business shall or shall cause the other applicable party to furnish, or cause be deemed to be furnishedinformation concerning Buyer received by the Sellers in confidence from Buyer, only that portion and shall not be subject to any exception set forth in clause (B) above, except to the extent such information is still subject to the Confidentiality Agreement pursuant to the first sentence of this Section 9.1(f). From and after the Closing, neither PKI nor any of its subsidiaries shall use the Information for any purpose, other than in connection with the exercise of such Person’s rights or performance of such Person’s obligations under this Agreement or any of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such informationAncillary Agreements.