Common use of Information Access; Confidentiality Clause in Contracts

Information Access; Confidentiality. (a) Third Point will provide the information set forth on Exhibit C to the Investment Committee and Disinterested Board Members with the frequency stated therein. (b) In addition to the reporting above, upon the request of TP Re, Third Point will provide to the Investment Committee information as to the portfolio positions held by the Joint Venture promptly following any such request. (c) Each of the parties hereto, and any successor, transferee or assignee of such party, such party’s Representative, if any, and any agent of any such Person, acknowledges and agrees that this Agreement and any information disclosed to the other party (the “Receiving Party”) by the disclosing party (the “Disclosing Party”) relating to the Joint Venture and the Assets, including, without limitation, any documents or information that the Disclosing Party has not made generally available to the public, including, without limitation, any short investment positions held by the Joint Venture (which shall in all cases be deemed to be material non‑public information) and/or any information that could reasonably be expected to be material non‑public information (unless expressly informed by the Disclosing Party that such information does not constitute material non‑public information) are proprietary and confidential information of the Disclosing Party and the Receiving Party shall (A) keep and maintain the confidentiality of such documents and information and not trade on the basis of such information and (B) not make available or disseminate such documents and information to any Person other than (i) with the prior written consent of the Disclosing Party, (ii) to such Receiving Party’s accountant, attorney, investment advisor, consultants, employees or agents (each, a “Representative”) on a need to know basis and such Persons will expressly agree to keep such documents and information confidential and not to trade on the basis thereof or (iii) as required by applicable Law, rule or regulation, a Governmental Authority or a court or administrative order concerning such Receiving Party or as permitted under the terms of this Agreement. Notwithstanding any provision in this Section 8.7(c), nothing in this Section 8.7(c) shall restrict Third Point from disclosing the overall performance of its Managed Accounts and the positions held by its Managed Accounts, including the Joint Venture. Each party shall be liable for any breach of the provisions of this Section 8.7 by such party’s Representative. (d) Each party acknowledges and agrees that such party may receive material non‑public information in connection with the matters contemplated by this Agreement, and further that such party is aware that the United States securities laws impose restrictions on purchasing or selling debt or equity securities based on such information.

Information Access; Confidentiality. (a) Third Point will provide the information set forth on Exhibit C to the Investment Committee and Disinterested Board Members with the frequency stated therein. (b) In addition to the reporting above, upon the request of TP ReRe USA, Third Point will provide to the Investment Committee information as to the portfolio positions held by the Joint Venture promptly following any such request. (c) Each of the parties hereto, and any successor, transferee or assignee of such party, such party’s Representative, if any, and any agent of any such Person, acknowledges and agrees that this Agreement and any information disclosed to the other party (the “Receiving Party”) by the disclosing party (the “Disclosing Party”) relating to the Joint Venture and the Assets, including, without limitation, any documents or information that the Disclosing Party has not made generally available to the public, including, without limitation, any short investment positions held by the Joint Venture (which shall in all cases be deemed to be material non‑public non-public information) and/or any information that could reasonably be expected to be material non‑public non-public information (unless expressly informed by the Disclosing Party that such information does not constitute material non‑public non-public information) are proprietary and confidential information of the Disclosing Party and the Receiving Party shall (A) keep and maintain the confidentiality of such documents and information and not trade on the basis of such information and (B) not make available or disseminate such documents and information to any Person other than (i) with the prior written consent of the Disclosing Party, (ii) to such Receiving Party’s accountant, attorney, investment advisor, consultants, employees or agents (each, a “Representative”) on a need to know basis and such Persons will expressly agree to keep such documents and information confidential and not to trade on the basis thereof or (iii) as required by applicable Law, rule or regulation, a Governmental Authority or a court or administrative order concerning such Receiving Party or as permitted under the terms of this Agreement. Notwithstanding any provision in this Section 8.7(c), nothing in this Section 8.7(c) shall restrict Third Point from disclosing the overall performance of its Managed Accounts and the positions held by its Managed Accounts, including the Joint Venture. Each party shall be liable for any breach of the provisions of this Section 8.7 by such party’s Representative. (d) Each party acknowledges and agrees that such party may receive material non‑public non-public information in connection with the matters contemplated by this Agreement, and further that such party is aware that the United States securities laws impose restrictions on purchasing or selling debt or equity securities based on such information.

Information Access; Confidentiality. (a) Third Point will provide the information set forth on Exhibit C D to the Investment Committee and Disinterested Board Members with the frequency stated therein. (b) In addition to the reporting above, upon the request of TP Re, Third Point will provide to the Investment Committee information as to the portfolio positions held by the Joint Venture promptly following any such request. (c) Each of the parties heretoParticipant, and any successor, transferee or assignee of such partyParticipant, such partyParticipant’s Representative, if any, and any agent of any such Person, acknowledges and agrees that who receives from Third Point or its agents, directly or indirectly, in connection with the performance by Third Point of its obligations under this Agreement and any information disclosed to the other party (the “Receiving Party”) by the disclosing party (the “Disclosing Party”) relating to the Joint Venture and the Assets, including, without limitationAgreement, any documents or information that the Disclosing Party Third Point has not made generally available to the public, including, without limitation, any short investment positions held by the Joint Venture (which shall in all cases be deemed to be material non‑public non-public information) and/or any information that could reasonably be expected to be material non‑public non-public information (unless expressly informed by the Disclosing Party Third-Point that such information does not constitute material non‑public non-public information) are proprietary ), acknowledges and confidential information of the Disclosing Party and the Receiving Party shall agrees that it will (A) keep and maintain the confidentiality of such documents and information and not trade on the basis of such information and (B) not make available or disseminate such documents and information to any Person other than (i) with the prior written consent of the Disclosing Party, (ii) to such Receiving PartyParticipant’s accountant, attorney, investment advisor, consultants, employees or agents (each, a “Representative”) on a need to know basis and such Persons will expressly agree to keep such documents and information confidential and not to trade on the basis thereof or and (iiiii) as required by applicable Law, rule or regulation, a Governmental Authority governmental or regulatory authority, a stock exchange or a court or administrative order concerning such Receiving Party or as permitted under the terms of this Agreement. Notwithstanding any provision in this Section 8.7(c), nothing in this Section 8.7(c) shall restrict Third Point from disclosing the overall performance of its Managed Accounts and the positions held by its Managed Accounts, including the Joint VentureParticipant. Each party Participant shall be liable for any breach of the provisions of this Section 8.7 by such partyParticipant’s Representative. (d) Each party Participant acknowledges and agrees that such party Participant may receive material non‑public non-public information in connection with the matters contemplated by this Agreement, and further that such party Participant is aware that the United States securities laws impose restrictions on purchasing or selling debt or equity securities based on such information.