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TERMS OF BUSINESS 1. INTRODUCTION (a) Terms. These Terms of Business apply to the Services you have engaged us to provide to you as set forth in the Engagement Letter. If anything in these terms is inconsistent or conflicts with the Letter, these terms take precedence, unless the Letter specifically states otherwise. (b) Interpretation. The following words and expressions have the following meanings in these Terms of Business and the Engagement Letter given to them below: (i) Ankura: any entity within the worldwide network of Ankum Holdings, LP. (ii) Engagement Letter: means the Letter between you and us and these Terms of Business. (iii) Services: the Services set forth in the Letter, including any schedules or statements of work. (iv) We, us, or our: Ankura. (v) You or your: refers to person(s) or entity(ies) engaging Ankura and as identified in the Letter, including, when engaged through counsel, the Client. 2. SERVICES; DELIVERABLES (a) Deemed Knowledge. In performing the Services, we will not be deemed to have information from other services or prior engagements. (b) Use of Services, Deliverables and Reports. The Services, including the deliverables and reports, are provided solely for your use and the purpose set forth in the Engagement Letter. You may not disclose or discuss the Services or any deliverable or report or make the benefit of the Services available to anyone else or refer to the contents of a deliverable or report or the findings of our work except (i) as specifically stated in the Engagement Letter, (ii) with our prior written consent on terms to be agreed in writing, (iii) where we are providing expert witness services or advice for the purpose of litigation, to any other party to the litigation and to the court or forum with conduct of the litigation, or (iv) where required by law or regulation. (c) Limitation on Services. You acknowledge that Ankura is being retained solely to assist you as described in the Engagement Letter. You agree that you will be solely responsible for implementing any advice or recommendations and for ensuring that any such implementation complies with applicable law. We do not and will not be providing any financial statement audits or attest procedures, nor will we be providing legal advice, or providing architectural or professional engineering services, in the course of our Services. Ifthe provision of our Services includes work product prepared by persons or firms other than Ankura, Ankura assumes ft no responsibility for the completeness, adequacy and coordination of the work product prepared by others and/or the professionals of record, and/or the parties providing services to you other than Ankura. 3. RETENTION OF MATERIALS We may, but are not obligated to, retain copies of all materials relevantto the Services, including any materials given to us by you or on your behalf. At the end of the provision of Services, as determined by Ankura, you will have several options with respect to disposition of documents related to the engagement that we do not wish to retain. You can (i) direct us to return all such documents to you, where practicable, (ii) authorize us to discard or destroy such documents or (iii) direct us to store such documents, at your expense. If you do not request one of these options for the disposition of materials within sixty (60) days after the engagement is concluded or terminated, we may implement one of these options in our sole discretion. We retain the right to retain a copy of our reports or work papers as necessitated by internal policies or archiving procedures or pursuant to law or regulation. 4. CONFIDENTIALITY (a) Generally. In connection with this engagement, a party (the "Receiving Party") may come into the possession, whether orally or in writing, of Confidential Information (as defined below) of another party (the "Disclosing Party"). The Receiving Party hereby agrees that it will not disclose, publish or distribute such Confidential Information to any third party without the Disclosing Parry's consent, which consent shall not be unreasonably withheld, other than (i) to the Receiving Parry's affiliates and their employees, officers, directors, auditors, and advisors; (ii) if such disclosure is requested or required by a governmental agency or entity having regulatory authority or other authority over the Receiving Party; (iii) pursuant to court order, subpoena or legal process requiring disclosure, provided that Receiving Party shall use its best efforts to promptly give Disclosing Party written prior notice (if legally permissible) of any disclosure under this clause (iii) so that Disclosing Party can seek a protective order; or (iv) to tax advisors regarding the tax treatment or tax structure of any transaction; provided that such advisors are informed of the confidential obligations hereunder. (b) Other Agreement. These Terms of Business replace and supersede any existing non -disclosure agreement or other confidentiality agreement that may be in place between the Parties. Notwithstanding the foregoing, in the event that the parties are subject to a protective order, to the extent that the confidentiality terms of that protective order and these Terms of ankura.com