The Company hereby confirms that it will afford representatives of the Elliott Parties a reasonable opportunity to continue to engage in discussions with the Company. Subject to the foregoing, in addition, the Elliott Parties acknowledge and agree that the Company’s directors, Chief Executive Officer, Chief Financial Officer, Chief Legal Officer or investor relations personnel (the “ Contact Personnel ”) may engage in discussions with the Elliott Parties and their respective Affiliates subject to, and in accordance with, the terms of their fiduciary duties to the Company and the Company Policies (but without being limited by Company Policies to the extent they provide that management (rather than directors) shall be responsible for engaging in communications with external constituencies). The Company shall not adopt any new Company Policies that further restrict the ability of the Contact Personnel to engage in discussions with the Elliott Parties. Without limiting the foregoing and without limiting Elliott’s rights under paragraph 10, the Company may restrict the Contact Personnel and instruct them to refrain from disclosing to the Elliott Parties and their respective Affiliates (a) any information regarding the deliberations of the Board or its committees as a whole or of individual members of the Board or its committees or members of the Company’s management, (b) any confidential or proprietary information of any third party in the possession of the Company and its subsidiaries that either (i) is identified as such to the Contact Personnel by or on behalf of the Company or (ii) as to which it is reasonably apparent that the Company or any of its subsidiaries is obligated by a contractual, legal or fiduciary obligation prohibiting disclosure, (c) any legal advice provided by external or internal counsel to the Company or any of its subsidiaries or (d) any other information that may constitute a waiver of the Company’s or any of its subsidiaries’ attorney-client privilege or attorney work-product privilege (both with respect to internal or external legal counsel). The Elliott Parties hereby agree that any confidential or proprietary information of the Company that they or their Affiliates obtain in discussions contemplated by this paragraph 11 will be kept confidential and may be used solely for the purpose of monitoring and evaluating their investment in the Company.