“Confidential Information” shall mean information of or relating to the businesses and operations of the Target Companies and Business, including the following: # all information and records concerning products or services provided to customers; # all information concerning pricing and cost policies, the prices charged to customers, the volume or orders of customers and other information concerning the transactions with, customers or proposed customers; # customer lists; # financial information; # information concerning salaries or wages paid to, the work records of and other personnel information relative to, Business Employees; # information concerning the marketing programs or strategies; and # confidential information of other Persons which the Target Companies are required to maintain in confidence. The term “Confidential Information” shall not include information which is or becomes generally available to and known by the public without any violation by the party disclosing such information of a contractual, legal or fiduciary obligation to the Target Companies.

SELLER shall provide or cause to be provided to the Companies on a timely basis, as reasonably determined by the Companies, all information, including but not limited to information that may be obtained in any audit referred to below (the “Information”), reasonably requested by the Companies for purposes of permitting the Companies and its parent company, [[Organization A:Organization]] Industries ("HEI"), to comply with the requirements (initial and on-going) of # identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“FASB ASC 810”), # Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), # FASB ASC 842 Leases ("FASB ASC 842"), and # all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, SOX 404, and FASB ASC 842, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other governing agencies. In addition, if required by the Companies in order to meet its compliance obligations, SELLER shall allow the Companies or its independent auditor, to audit, to the extent reasonably required, SELLER’s financial records, including its system of internal controls over financial reporting; provided that the Companies shall be responsible for all costs associated with the foregoing, including but not limited to SELLER's reasonable internal costs.

of any material change in accounting policies or financial reporting practices by any Loan Party that are not generally applicable to other companies (other than certain updated schedules and other currently delivered information); and

The Companies shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 17.10. The Companies may share the Information on a confidential basis with HEI and the independent auditors and attorneys for the Companies and HEI. (The Companies, HEI, and their respective independent auditors and attorneys are collectively referred to in this Section 17.10 as “Recipient.”) If either the Companies or HEI, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to SELLER and/or this Contract is necessary, the Companies and HEI each shall have the right to disclose such of the Information as the Companies or HEI, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give SELLER prompt written notice thereof (in advance to the extent practicable under the circumstances). If the Companies or HEI disclose Information pursuant to the preceding sentence, the Companies and HEI shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the Commission and the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii (“Consumer Advocate”) in connection with the Commission’s rate making activities for the Companies, and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the Commission exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the Commission first issues a protective order to protect the confidentiality of such Information. Neither the Companies nor HEI shall use the Information for any purpose other than as permitted under this Section 17.10.

Part ​ of the Disclosure Schedule sets forth a copy of the unaudited balance sheet of the Business as of September 30, 2022, and the statement of income of the Business for the nine (9) months ended September 30, 2022 (the “Unaudited Business Financial Statements”). The Unaudited Business Financial Statements have been prepared in good faith from the Books and Records of the Seller in a manner consistent with the Seller’s accounting policies and, on that basis, fairly present, in all material respects, the financial position and results of operations of the Business as of the date and for the period indicated, subject, in each case, to the absence of notes and to normal year-end adjustments; provided, that the Unaudited Business Financial Statements and the representations and warranties in this [Section 2.14] are qualified by the fact that # the Business has not operated on a separate standalone basis and has historically been reported within the Seller’s consolidated financial statements and # the Unaudited Business Financial Statements are not necessarily indicative of the future financial position or results of operations of the Business.

Except as set forth herein, all of the Company’s SEC reports, at the time filed (or if amended prior to the date hereof, when so amended), complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC reports and did not at the time they were filed (or if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC reports or necessary in order to make the statements in such Company SEC reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

Required Miller International Business Financial Information. Buyer hereby irrevocably waives # any right or remedy that it may have (whether under the Purchase Agreement or otherwise) with respect to any breach of any covenant or agreement of ABI contained in [Section 5.11(a)] of the Purchase Agreement prior to the date hereof and # any obligation on the part of ABI prior to the Closing to use its reasonable best efforts to cause Miller Parent and its Subsidiaries to provide Required Miller International Business Financial Information that is Compliant; provided, that the foregoing waiver in clause (ii) shall be null and void and of no further force or effect from and after such time as # Required Miller International Business Financial Information that is Compliant becomes necessary in connection with any filings required to be made by Buyer prior to the Closing pursuant to the Securities Act of 1933 (including any registration statement thereunder), as amended, or the Securities Exchange Act of 1934, as amended (a “Change in Required Information”), and # Buyer delivers to ABI a written notice describing in reasonable detail such Change in Required Information.

5.4Confidential Information. As used in this Agreement, “Confidential Information” shall mean information that # is used or potentially useful in the business of the Company, the Employer or any of the Companies, # the Company, the Employer or any of the Companies treats as proprietary, private or confidential, and # is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s, the Employer’s or any of the Companies’ strategic plans, acquisition, merger or business development plans or strategies, operating procedures, systems, internal controls, infrastructure, corporate organization, human resource management, products or services, processes, marketing, customer information and data, pricing strategies and reports, memoranda, notes, records, technical data, plans, trade secrets, composition of products, research and development data, sources of supply, operating and cost data, financial information, personal information and any other information of a similar nature that is not known or made available to the public which, if misused or disclosed, could adversely affect the business of the Companies. “Confidential Information” also includes proprietary and/or confidential information of the Company’s, the Employer’s or any of the Companies’ franchisors, suppliers and business partners who may share such information with the Company, the Employer or any of the Companies pursuant to a confidentiality agreement or otherwise. The Executive agrees to treat all such franchisor, supplier or business partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or disclosure of confidential information shall continue after Executive’s employment terminates for any reason for so long as the information is not generally known to the public.

Section # Successors and Assigns. This Agreement and the other Transaction Documents shall be binding upon and inure to the benefit of Agent and the ​, all future holders of the Note(s), Borrower and their respective successors and permitted assigns, except that Borrower may not assign or transfer its rights hereunder or thereunder or any interest herein or therein without the prior written consent of Agent. Agent or ​ may grant a security interest or assign all or any portion of their rights hereunder and under one or more Notes, without the consent of or notice to Borrower, including to any of its affiliated investment funds or affiliated companies or to any one or more financial institutions or funds or companies or an agent or trustee for such financial institutions or funds or companies (an “Assignee”) and may sell to any of its affiliated investment funds or affiliated companies or to any one or more financial institutions or funds or companies or an agent or trustee for such financial institutions or funds or companies (a “Participant”) participation interests in Agent’s or ​’ rights hereunder and under one or more Notes, provided, that in no event may Agent or ​ assign any portion of their rights hereunder to a competitor of Borrower. Agent and the ​ may disclose the Transaction Documents and any other financial or other information relating to Borrower or any Subsidiary to any potential Assignee or Participant, provided that such Assignee or Participant agrees to protect the confidentiality of such documents and information using the same measures that it uses to protect its own confidential information and otherwise conform to the requirements of [Section 12.12].

In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrowers or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrowers, confidential information obtained from other companies.