Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) At the reasonable request of the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At From the reasonable request date hereof until the Effective Time and subject to the requirements of the Purchaserapplicable Laws, the Company shall give (i) provide to Parent, its counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives reasonable access during normal business hours to the officersoffices, attorneysproperties, accountants books and records of the Company and any Company Subsidiary, (ii) furnish to Parent, its counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives such financial and operating data and other information as such Persons may reasonably request (including, to the extent possible, furnishing to Parent the financial results of the Company and Company Subsidiaries in advance of any filing with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and Company Subsidiaries to cooperate reasonably with Parent in its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys investigation of the Company and Company Subsidiaries, as the case may be, except that nothing herein shall require the Company and Company Subsidiaries to disclose any information that would cause a risk of a loss of privilege to the Company and Company Subsidiaries. Notwithstanding the above, no party nor its Subsidiaries representatives shall have the right to conduct environmental sampling on any of the properties owned or operated by the other party or its Subsidiaries. Without limiting the foregoing, the Company shall cooperate and provide Parent and its counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives with all relevant information reasonably required by Parent or any of the foregoing Persons for the purpose of ensuring that the business conducted by the Company complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, the FCPA and other applicable anti-corruption laws, regulations and policies. Each of Company and Parent shall designate one Person to serve as their respective coordinator in order to optimize the efficiency of such cooperation Any access to information pursuant to this Section 7.10(a) shall be conducted with the objective that it will not interfere unreasonably with the conduct of the business of any of the Company or Company Subsidiaries. In connection with due diligence that Parent and its counsel will conduct with respect to compliance under the US Foreign Corrupt Practices Act, US export controls and economic sanctions laws and regulations and other related legal authorities (“US Regulatory Regimes”), the Company and Company subsidiaries agree to cooperate fully with such representatives in connection with such review all aspects of the Parent’s due diligence process. In this context, cooperation includes making available to Parent and examination its counsel all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, hotline records, and other information and materials that Parent reasonably requests, relevant to make full disclosure to the Purchaser of all material facts concerning the compliance with, or otherwise related to, US regulatory regimes. Company and its Subsidiaries; providedCompany Subsidiaries will make reasonably available their personnel, howeverincluding senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing, and other areas Parent considers to be relevant to overall corporate compliance. Company understands and agrees that the Purchaser will hold “investigation of the Company” discussed in strict confidence this paragraph extends to and not use for its own benefit (other than includes on-site interviews and visits in connection with Company’s overseas locations and that the transactions contemplated by determination of the situs of any such interviews and visits shall be at the sole decision of Parent acting reasonably. The cooperation provisions of this Agreement)paragraph extend fully to all of Company’s overseas business, prior to the Closingjoint venture, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the subsidiary locations. In addition, Company and Company Subsidiaries agree to use their reasonable best efforts to facilitate meetings with joint venture partners, agents, representatives, consultants, customs brokers, and other third parties that Parent or its Subsidiaries; and, if the transactions contemplated by this Agreement shall not counsel determine may be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned relevant to the Companydue diligence. The Purchaser further agrees that it Company shall be responsible have the right, in its sole discretion to have a Company representative present for any breach of this Section 5.1 by any of its officersinvestigations, attorneys, accountants interviews and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretovisits. (b) Chilmark Fund IIFollowing the execution and delivery of this Agreement, L.P. Parent will continue to conduct due diligence with respect to the compliance by the Company with the FCPA, and the Company hereby agrees to fully cooperate with such efforts. If Parent concludes that there is a possible violation of the FCPA by the Company, the existence or occurrence of which has not been previously disclosed to the applicable Governmental Entity. Parent will so inform the Company, and the Company will use its reasonable best efforts to resolve each such violation and any issues related thereto, including by disclosing to the applicable Governmental Entity the existence or occurrence of any such violation if, in the opinion of the Company’s outside counsel, such disclosure or resolution should be made. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any of the properties owned or operated by the other party or its Subsidiaries. ("Chilmark"c) agrees that Prior to the mailing of the Proxy/Prospectus to the Company’s stockholders and within one week of the Closing, Parent shall provide the Company a reasonable opportunity to meet with the executive officers of the Parent to conduct reasonable due diligence to confirm whether any statement in such Proxy/Prospectus, in light of circumstances in which it was made, is not false or misleading with respect to a material fact or does not omit to state a material fact necessary to make the statements made in the Proxy/Prospectus not misleading. (d) Information obtained by Parent or Merger Sub or the counsel or financial advisors thereof pursuant to Sections 7.10(a) and (b) and information obtained by the Company or its counsel or financial advisors pursuant to Section 7.10(a) shall be bound by subject to the obligations provisions of the Purchaser Confidentiality Agreement (as defined in Section 7.11(b)). (e) Nothing in this Section 7.10 shall require either party to permit any inspection, or to disclose any information, that in the reasonable judgment of such party would (i) violate any of its respective obligations with respect to confidentiality or (ii) result in a violation of applicable Law or loss of privilege. (f) No investigation by and of the parties or their respective Representatives made pursuant to this Section 7.10 shall modify, nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionthis Agreement.

Access; Confidentiality. (a) At During the Pre-Closing Period, each Seller shall and shall cause its Representatives to, upon reasonable request prior notice, free of the Purchasercharge, the Company shall give the Buyers, their officers, attorneystheir authorized Representatives and a reasonable number of their employees, accountants and other authorized representatives of the Purchaser access, reasonable access during normal business hours to the Business Contracts, Books and upon reasonable noticeRecords, analysis, projections, plans, systems, management and other personnel, the Seller’s Representatives, commitments, offices and other facilities and properties to all the extent related to the Business, the Acquired Assets and the Assumed Liabilities. The terms of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Confidentiality Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned apply to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives information provided to Buyer Parent pursuant to this Section 5.1 6.4. The right of Buyers to access pursuant to this Section 6.4 shall affect not modify in any representationway any representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, warranty no Seller shall be required to provide access to, or closing condition to disclose information, where such access or disclosure would (a) jeopardize the attorney-client privilege of any party hereto. such Seller, (b) Chilmark Fund IIcontravene any applicable Law or (c) give a third party the right to terminate or accelerate the rights under a contract to which a Seller is a party as of the date of this Agreement or otherwise bound as of the date of this Agreement; provided that in each case, L.P. Seller Parent shall: ("Chilmark"A) agrees give reasonable notice to Buyer Parent of the fact that it shall be bound by the obligations is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4), (B) inform Buyer Parent with sufficient detail of the Purchaser set forth reason for such restriction or prohibition, and (C) cause the applicable Seller to use its reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in Section 5.1(a) as if it were the Purchaser for purposes of said sectiona manner that would not reasonably be expected to violate such restriction or prohibition.

Access; Confidentiality. (a) At Parent and the reasonable request Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the PurchaserNon-Disclosure Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein. (b) Subject to the Non-Disclosure Agreement and applicable Law relating to the sharing of information, the Company shall, and shall give cause its Subsidiaries to, (i) provide Parent and Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, from time to time prior to the earlier of the Effective Time or the termination of this Agreement, reasonable access upon prior notice during normal business hours to the officers, attorneysemployees, accountants accountants, agents, offices, properties, books, contracts and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information (in each case, to the extent in the actual possession of the Company or its Subsidiaries) as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries Subsidiaries. Any investigation pursuant to this Section 6.5 shall be conducted in such manner as such representatives may reasonably request and cause not to interfere unreasonably (x) with the employees, accountants, independent accountants and attorneys conduct of the business of the Company and its Subsidiaries to cooperate fully and (y) with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning prompt discharge by the Company Company’s and its Subsidiaries; provided’ employees of their duties. Parent shall, howeverand shall cause Parent’s Affiliates and Representatives to hold any non-public information received from the Company, that the Purchaser will hold its Affiliates or Representatives, directly or indirectly, in strict confidence and not use for its own benefit (other than in connection accordance with the transactions contemplated by this Non-Disclosure Agreement. The Company shall be entitled to have a Representative accompany Parent, Merger Sub and their respective Representatives at all times. (c) Notwithstanding Section 6.5(a), prior neither the Company nor its Subsidiaries shall be required to the Closing, the documents and provide access to or to disclose any information (including all evaluation material relating to employeesi) furnished to where such access or disclosure could jeopardize the Purchaser concerning attorney-client privilege or work product privilege of the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives Subsidiaries or contravene any Law or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be permitted or made in order to ensure compliance with any applicable Law. (d) Parent shall not (and shall cause Parent’s Representatives not to) use any information obtained pursuant to this Section 5.1 6.5 for any purpose unrelated to the consummation of the Transactions and shall affect hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.5 in accordance with the Non-Disclosure Agreement. Further, Parent shall cause any representationrepresentative of Parent or Merger Sub who is not a party to the Non-Disclosure Agreement, warranty or closing condition of any party hereto. (b) Chilmark Fund IIupon request by the Company, L.P. ("Chilmark") agrees that it shall to execute a joinder to such Non-Disclosure Agreement and agree to be bound by the obligations of terms and conditions thereof. The parties hereto acknowledge and agree that the Purchaser set forth Non-Disclosure Agreement shall remain in Section 5.1(afull force and effect. (e) as if it were No investigation shall affect the Purchaser for purposes of said sectionCompany’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement.

Access; Confidentiality. (a) At the reasonable request of the PurchaserPrior to Closing, the Company shall each party hereto shall: (i) give the officersother party hereto and its respective Representatives reasonable access to its and its Subsidiaries’ offices, attorneysproperties, accountants books and records, (ii) furnish to the other party hereto, and its Representatives such financial and operating data and other authorized representatives of information as such Persons may reasonably request, (iii) instruct its Representatives and its Subsidiaries’ Representatives to cooperate with the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company'sother party hereto in connection therewith, and (iv) cooperate in good faith with the Subsidiaries' officesother party hereto, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives Representatives (including in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its SubsidiariesParent’s transition planning activities); provided, however, that (A) the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach provision of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives access pursuant to this Section 5.1 9.4 shall be during normal business hours, following a reasonable advance request for such access and shall not interfere unreasonably with the conduct of the business of any Person; (B) the party requesting such access shall reimburse the other party promptly for any reasonable out-of-pocket expenses it incurs in complying with any such request; and (C) the provision of access pursuant to this Section 9.4 shall, in the case of any Person other than a party or its employees, be conditioned on (x) any such Person entering into an agreement in favor of the other party hereto on terms no less favorable to such party than the Confidentiality Agreement, dated June 2, 2009, by and between Parent and Company (the “Confidentiality Agreement”) or (y) as an alternative in the case of a Representative of a party, such Representative having agreed to comply with the terms of the Confidentiality Agreement protecting the other party’s information. No information or knowledge obtained in any investigation pursuant to this Section 9.4 shall be deemed to modify or affect any representation, representation or warranty or closing condition of made by any party heretohereunder. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it All information provided pursuant to this Agreement shall be bound by remain subject in all respects to the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionConfidentiality Agreement.

Access; Confidentiality. (a) At the reasonable request of the PurchaserSubject to compliance with applicable Laws, the Company shall give the afford to Parent and Merger Sub and to its and their officers, attorneys, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants consultants, legal counsel, financial advisors and attorneys agents and other representatives (collectively, “Parent Representatives”), upon written request, reasonable access during normal business hours, during the period prior to the earlier of the Company Effective Time and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure the Termination Date, to the Purchaser of all material facts concerning the Company Company’s and its Subsidiaries; provided’ officers, howeveremployees, properties, contracts, commitments, books and records, other than, subject to Section 5.4, any such matters that relate to the Purchaser will hold in strict confidence negotiation and not use for its own benefit (other than in connection with the transactions contemplated by execution of this Agreement), prior or to the Closing, the documents and information (including all evaluation material relating transactions potentially competing with or alternative to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement or proposals from other parties relating to any competing or alternative transactions. The foregoing notwithstanding, the Company shall not be consummated, required to afford such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to access if it would (i) unreasonably disrupt the Company. The Purchaser further agrees that it shall be responsible for any breach operations of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser Company or any of its representatives pursuant Subsidiaries, (ii) violate any of the Company’s or its Subsidiaries’ obligations with respect to this Section 5.1 shall affect confidentiality, (iii) cause a risk of a loss of privilege or trade secret protection to the Company or any representationof its Subsidiaries, warranty (iv) include any environmental sampling or closing condition testing, or (v) reasonably be expected to result in a violation of any party heretoapplicable Law. (b) Chilmark Fund II, L.P. ("Chilmark") Parent hereby agrees that it all information provided to it, Merger Sub or any Parent Representatives in connection with this Agreement and the consummation of the transactions contemplated herein shall be bound by deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with the obligations non-disclosure agreement, dated as of December 3, 2014, between the Purchaser set forth in Section 5.1(a) as if it were Company and Parent (the Purchaser for purposes of said section“Confidentiality Agreement”).

Access; Confidentiality. (a) At During the reasonable request of Interim Period, to the Purchaserextent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall give cause the officersCompany Subsidiaries and the Parent Subsidiaries, attorneysrespectively, accountants and their respective Representatives to, afford to the other authorized representatives Party and its Representatives reasonable access (including for the purpose of the Purchaser access, coordinating transition planning) during normal business hours and upon reasonable notice, advance notice to all of the Company'stheir respective properties, and the Subsidiaries' offices, facilitiesbooks, properties contracts, commitments and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company records and its Subsidiaries as such representatives may reasonably request and cause the employeesto their officers, accountants, independent accountants manager’s employees, counsel and attorneys other Representatives, and those of the Company and its Subsidiaries to cooperate fully with or the Parent Subsidiaries, as applicable, and, during such representatives in connection with such review and examination and to period, each Party shall reasonably promptly make full disclosure available to the Purchaser of all material facts other Party, such information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Subsidiaries; Representatives to any third party (provided, however, that the Purchaser will hold withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in strict confidence violation of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not use for its own benefit (other than in connection with the transactions contemplated by this apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), prior to the Closing, the documents and information or (including all evaluation material relating to employeesD) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser would jeopardize attorney work product or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretoattorney-client privilege. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations Each of the Purchaser set forth Parties will hold, and will cause its Representatives and Affiliates to hold, and will use its reasonable best efforts to cause any Financing providers to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in Section 5.1(a) confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement as if it were the Purchaser for purposes of said sectionsuch Party was a “Recipient” as defined therein.

Access; Confidentiality. (a) At During the reasonable request period from the date of this Agreement to the earlier of the PurchaserClosing and the date that this Agreement is terminated in accordance with its terms (the “Pre-Closing Period”), the Company Buyer shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser be entitled to reasonable access, during normal business hours and upon reasonable noticeadvance notice to Seller, to all premises, properties, personnel, records and contracts relating to the Company Business (for the sole purpose of evaluating the Company Business), and Seller shall cooperate to the extent such access does not unreasonably interfere with the operations, activities and employees of Seller or the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold foregoing access right shall not include the right to have access to any information the disclosure of which is restricted by contract or applicable Law or which could result in strict confidence and not use for its own benefit (other than the waiver of any legal privileges. Except in connection with the transactions response to a request contemplated by the first sentence of this AgreementSection 7.4(a), prior to during the ClosingPre-Closing Period, the documents Buyer shall not, and information (including all evaluation material relating to employees) furnished to the Purchaser concerning shall cause its representatives and agents not to, contact or hold discussions with any suppliers, customers, vendors, licensors, licensees or employees of Seller or the Company and its Subsidiaries; and, if regarding the transactions contemplated by this Agreement or the Company Business without the prior written consent of Seller (which consent shall not be consummatedunreasonably withheld, such confidence shall be maintained delayed or conditioned), and all such documents and all copies thereof shall promptly thereafter be returned to in any event only with the Company. The Purchaser further agrees that it shall be responsible for any breach participation of this Section 5.1 by any representatives of its officers, attorneys, accountants and other authorized representativesSeller or the Company as determined in the sole discretion of Seller. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 7.4, shall affect any representation, representation or warranty by the Company or closing Seller in this Agreement or any condition to the obligations of any party heretoBuyer hereunder. (b) Chilmark Fund IIBuyer and its representatives shall hold any information furnished to it or its representatives pursuant to Section 7.4(a) in accordance with that certain letter agreement, L.P. dated as of April 12, 2011, by and between Seller and Parent ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section“Confidentiality Agreement”).

Access; Confidentiality. (a) At all times during the reasonable request period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Purchasertermination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall give the officersafford Parent and its financial advisors, attorneysbusiness consultants, legal counsel, accountants and other authorized agents and representatives of the Purchaser access, reasonable access during normal business hours and hours, upon reasonable notice, to all the properties, books and records and personnel of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by Parent in strict confidence and not use for its own benefit (other than in connection with any investigation conducted pursuant to the transactions access contemplated by this Agreement)Section 6.05 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. If the Company does not provide access or information in reliance on the preceding sentence, prior it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the Closing, the documents and information (including all evaluation material relating to employees) furnished extent possible. Any investigation conducted pursuant to the Purchaser concerning access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; and, if the transactions contemplated by . Nothing in this Section 6.05 or elsewhere in this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned construed to require the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by , any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser Subsidiaries or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition Representatives of any party heretoof the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component. (b) Chilmark Fund IIThe terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, L.P. ("Chilmark") agrees that it shall be bound business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.05. Except for disclosures expressly permitted by the obligations terms of the Purchaser set forth Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in Section 5.1(a) as if it were confidence in accordance with the Purchaser for purposes of said sectionConfidentiality Agreement.

Access; Confidentiality. (a) At During the reasonable request of period pending the PurchaserClosing Date, the Company shall give the afford to Tyler and its officers, attorneys, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants counsel, and attorneys other authorized representatives, full access to and the right to review and make copies of the Company's assets, properties, books, contracts, commitments, and records, view their physical properties, and communicate with the key employees of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure on a basis reasonably satisfactory to the Purchaser of all material facts concerning the Company Company, and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence furnish and not use for its own benefit (cause representatives to furnish promptly to Tyler such additional financial and operating data and other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material certified if requested and reasonably susceptible to certification) relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of 's businesses and properties as Tyler or its officers, attorneys, accountants and other duly authorized representatives. No investigation by the Purchaser or any of its representatives pursuant may from time to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretotime reasonably request. (b) Chilmark Fund IIDuring the period pending the Closing Date, L.P. Tyler shall afford to the Company and the Shareholders and their accountants, counsel and other authorized representatives the same rights of access to and inspection of the books, records, properties, contracts and personnel of Tyler as those afforded to Tyler and its representatives in Section 4.1(a) above. ("Chilmark"c) agrees that Notwithstanding any such investigation by Tyler, the Company, or the Shareholders, or any information obtained pursuant thereto, it or he shall be bound entitled to rely in full upon the accuracy of the representations and warranties of the other party or parties contained in this Agreement and upon its or his representations at Closing as to compliance with or performance of any covenants made by it or him in this Agreement. Tyler, the Company, or the Shareholders shall have no obligation to investigate any such matters and, if any such matters are investigated, shall have no obligation to the other party or parties with respect to information obtained thereby except as provided in Section 12.1 of this Agreement. (d) The rights and obligations of the Purchaser set forth in Section 5.1(aShareholders, the Company and Tyler pursuant to the Confidentiality Agreement (the "Confidentiality Agreement") as if it were dated September 17, 1997 by and among the Purchaser for purposes Shareholders, the Company and Tyler will survive the execution and delivery of said section.this Agreement, and all information obtained by the Shareholders, the Company and

Access; Confidentiality. (a) At the reasonable request of the PurchaserSubject to applicable Laws, privileges and Governmental Orders, Seller shall, and shall cause the Company shall give and each of its Subsidiaries to, during the period from and after the date hereof until the Closing, upon reasonable advance notice, (i) afford Purchaser and its directors, officers, attorneysmanagers (or similar function), accountants members, employees, counsel, financial advisors and other authorized representatives of the Purchaser agents (collectively, “Representatives”) reasonable access, during normal business hours and upon reasonable noticehours, to all the employees, independent contractors, representatives, agents, properties, books and records (with respect to Tax records, only to the extent such information is directly related to the Company or any of the Company Subsidiaries), Contracts and other documents of or pertaining to the Company or any of the Company Subsidiaries; provided that Purchaser shall not contact or have any discussions with any of the Company's’s or any of its Subsidiaries’ employees, independent contractors, representatives or agents (other than the Company’s or its Subsidiaries’ executive officers, senior management or financial or legal advisors), unless in each case Purchaser informs Seller and the Subsidiaries' officesXxxxxx Xxxxxxx reasonably in advance and provides Seller or its Representative a reasonable opportunity to observe such discussions, facilities, properties (ii) furnish to Purchaser such financial data and personnel. The Company will furnish the representatives of the Purchaser with all such other information concerning relating to the Company and its Subsidiaries as such representatives Purchaser may reasonably request request, and cause (iii) instruct the appropriate employees, accountantsindependent contractors, independent accountants representatives and attorneys agents of the Company and the Company Subsidiaries to cooperate reasonably with Purchaser and its Representatives in connection with the foregoing; provided, however, that, in each case, such access, furnishing of information and cooperation shall not (x) unreasonably disrupt the Company’s and its Subsidiaries’ operations, (y) require the Company or any of its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure disclose any information of the Company or any of its Subsidiaries to the Purchaser extent that the disclosure thereof may result in the loss of all material facts concerning attorney-client privilege or (z) require Seller or any of its Affiliates (including the Company and its Subsidiaries; provided, however, ) to disclose any proprietary information of or regarding Seller or its Affiliates (excluding the Company or any of its Subsidiaries) that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with is unrelated to the transactions contemplated by this Agreement), prior . All requests for information made pursuant to this Section 5.3(a) shall be directed to Xxxxxx X. Xxxx at Xxxxxx Xxxxxxx or other Persons designated by Seller. Purchaser agrees that the Closing, information provided pursuant to this section and other confidential information of the documents and information Seller or any of its Subsidiaries (including all evaluation material relating the Company) that has been or shall be made available to employeesPurchaser or its Representatives (the “Confidential Information”) furnished to the Purchaser concerning the Company will be kept confidential and its Subsidiaries; and, if the transactions contemplated by this Agreement shall will not be consummated, disclosed to any person other than Purchaser’s Representatives and potential financing sources of Purchaser that have signed a confidentiality agreement with Seller or another member of the Seller Group substantially in the form attached hereto as Exhibit C (a “Seller CA”) and who (i) need to know such confidence shall be maintained information for the sole purpose of evaluating and all executing the Purchase and (ii) are informed by Purchaser of the confidential nature of such documents and all copies thereof shall promptly thereafter be returned to the Companyinformation. The Purchaser further agrees that it shall will be responsible for any breach of this covenant by its Representatives (other than its attorneys and accountants) (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy Seller may have against Purchaser’s Representatives with respect to such breach). Purchaser shall not, and shall cause its Representatives not to, knowingly or willfully use any information obtained pursuant to this Section 5.1 by 5.3(a) (as well as any of its officers, attorneys, accountants and other authorized representatives. No investigation by the information provided to Purchaser or any of its representatives pursuant Representatives by or on behalf of Seller, the Company or the Company’s Subsidiaries prior to the date hereof) for any purpose unrelated to the transactions contemplated by this Section 5.1 shall affect any representation, warranty or closing condition of any party heretoAgreement. (b) Chilmark Fund IIFrom and after the Closing, L.P. Purchaser shall and shall cause its Representatives to, upon reasonable notice, ("Chilmark"i) furnish to Seller and its Representatives such information relating to the Company and the Company Subsidiaries as Seller may reasonably request, including in connection with any required regulatory filings, responses or reports required by any Law or Governmental Order and (ii) make available to Seller and its Representatives the directors, officers and employees of the Company and the Company Subsidiaries as Seller may reasonably request to cooperate with Seller in connection with the foregoing. After the Closing, Purchaser shall cause the Company and the Company Subsidiaries to preserve such information and the Company Books and Records for at least seven (7) years after the Closing Date. (c) Seller shall provide Purchaser and its Representatives with access to the Company Real Property for the purpose of conducting, at Purchaser’s sole cost and expense, physical and environmental inspections, sampling and testing (including Phase I examinations), zoning and land use investigations and surveys of the Company Real Property; provided, however, that (i) that any such inspections, sampling and testing shall be reasonably acceptable to Seller and implemented in a manner that does not unreasonably disrupt the operations of the Company or any of the Company Subsidiaries, (ii) that the Purchaser shall cause any properties subject to any inspection, sampling or testing to be restored to substantially the same condition as existed prior to such inspection, sampling or testing, and (iii) that the Purchaser shall indemnify, defend and hold harmless Seller, the Company, the Company Subsidiaries and their respective Affiliates and Representatives from and against any personal injury or property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting from any such inspections, sampling and testing, except to the extent that such claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) arise or result from the gross negligence or willful misconduct of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates and Representatives (other than those who are affiliated with Purchaser). (d) Prior to the Closing, Seller shall and shall cause Xxxxxx Xxxxxxx, the Company and each of the Company Subsidiaries to (i) provide such information, assistance and cooperation as Purchaser may reasonably request in connection with any offering or financing in connection with the transactions contemplated hereby, including assisting with the preparation of information packages, Rule 144A offering memoranda, prospectuses, registration statements and the like (collectively, “Offering Documents”), (ii) upon reasonable prior notice and without undue disruption to the Company’s business, use commercially reasonable efforts to make senior management and other representatives of the Company and its Subsidiaries available to participate in the preparation of any Offering Documents or related materials and (iii) request from the present and former independent accountants of the Company and the Company Subsidiaries that they (A) cooperate with and assist Purchaser in preparing financial statements with respect to the Company and the Company Subsidiaries for inclusion by Purchaser in any Offering Documents, (B) assist in drafting sessions related to the preparation of any Offering Documents as requested by the Purchaser, (C) make work papers available to Purchaser and their respective representatives (subject to Purchaser entering into any agreements reasonably required or requested by the accountants in connection with the provision of such work papers), (D) deliver “comfort-letters” in customary form in connection with any offering or financing if requested by Purchaser, and (E) deliver consents to the inclusion of financial statements required in connection with any Offering Documents. Neither Seller, Xxxxxx Xxxxxxx, the Company nor any of the Company Subsidiaries shall be required to incur any out-of-pocket expense in connection with any action contemplated by this Section 5.3(d) unless such expense is advanced or simultaneously reimbursed by Purchaser. Purchaser shall indemnify and hold harmless Xxxxxx Xxxxxxx, Seller and its Affiliates and their respective directors, officers and managers (or equivalent), members, employees, agents, successors and assigns from and against any and all Losses suffered or incurred by them and any claims made against them in connection (1) with any action taken by them at the request of Purchaser pursuant to this Section 5.3(d) or (2) any information utilized in connection therewith (other than information provided by Xxxxxx Xxxxxxx, any member of the Seller Group), and this indemnification shall survive termination of this Agreement. Seller hereby covenants and agrees that the information to be supplied by Xxxxxx Xxxxxxx or any member of the Seller Group prior to Closing pursuant to Section 5.3(d) shall not contain any statement which, at such time and in light of the circumstances under which it shall be bound by made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the obligations of the Purchaser set forth statements made in such information not false or misleading, or omit to state any material fact necessary to correct any statement in any information previously provided pursuant to this Section 5.1(a5.3(d) as if it were the Purchaser for purposes of said sectionwhich has become false or misleading.

Access; Confidentiality. (a) At Subject to restrictions contained in confidentiality agreements, applicable Law to which the Company is subject, and as reasonably necessary to preserve attorney-client privilege, upon reasonable request of the Purchaser, prior written notice the Company shall give (and shall cause each of the Transferred Subsidiaries to) afford the officers, attorneyscounsel, accountants accountants, financing sources and other authorized representatives (“Representatives”) of the Purchaser Parent reasonable access, during normal business hours and upon reasonable noticeduring the period prior to the Effective Time, to all its properties, books, and records and appropriate individuals as it may reasonably request (including employees, attorneys, accountants, environmental consultants and other professionals), and during such period, the Company shall (and shall cause each of the Company's, and the Subsidiaries' offices, facilitiesTransferred Subsidiaries to) furnish promptly to Parent such information concerning its business, properties and personnelpersonnel as Parent may reasonably request. The Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business, properties or operations of the Company or the Transferred Subsidiaries or otherwise result in the unreasonable interference with the discharge by such employees of their normal duties. Newco will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.3 for any purpose unrelated to the consummation of the Transactions. (b) Prior to the Closing Date, each of Parent and the Company will furnish the hold and treat and will cause its officers, employees, auditors and other authorized representatives of the Purchaser with to 41 hold and treat in confidence all such documents and information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement)Transactions in accordance with the Confidentiality Agreement dated August 1, prior to the Closing2004, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning between the Company and its Subsidiaries; andParent (the “Confidentiality Agreement”), if the transactions contemplated by this which Confidentiality Agreement shall not be consummatedremain in full force and effect in accordance with its terms, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to except for matters which the Company. The Purchaser further agrees that it shall be responsible for any breach of this parties publicly disclose under Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto6.5. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At Between the reasonable request date of this Agreement and the Closing, each of the PurchaserSellers shall cause the Company to and the Company shall (i) with the prior consent of the Sellers, afford the Purchaser and its authorized representatives reasonable access to the officers, employees, agents, properties, offices, plants and other facilities, books, and records, auditor's workpapers, (ii) with the prior consent of the Sellers, permit the Purchaser to contact customers and vendors of the Company, (iii) permit the Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser with such financial and operating data and other information as the Purchaser may from time to time reasonably request. From the date hereof until the time of Closing, the Company shall give the officers, attorneys, accountants provide Buyer with monthly and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys financial statements of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to as they become available internally at the Company. The Purchaser further agrees and its authorized representatives shall conduct all such inspections in a manner that it shall be responsible for any breach is reasonably designed to limit disruptions to the business and operations of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretoCompany. (b) Chilmark Fund IIExcept as required by applicable Law or Governmental Entity, L.P. the Company, the Purchaser and the Sellers shall not, and shall not permit any of their respective Affiliates or representatives to, ("Chilmark"i) agrees that it shall be bound by make any public announcement in respect of this Agreement or the obligations Transactions, (ii) discuss or disclose the contents and/or existence of this Agreement or the Transactions, or (iii) discuss the nature of the Transactions or any other matter, directly or indirectly, relating to this Agreement, without the prior written consent of the Purchaser. Company and each of the Sellers agrees to cooperate with Purchaser, as necessary, at or following the Closing in making a public announcement in respect of this Agreement and the Transactions as required by law, as determined by Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionits sole discretion.

Access; Confidentiality. (a) At Between the reasonable request of date hereof and the PurchaserClosing, the Company Seller Parties shall give (i) afford the officersPurchaser Parties and their authorized representatives full and complete access to the employees, attorneys(including the Business Employees) medical staff, accountants and other authorized agents and representatives of the Purchaser access, Seller Parties relating to the Business and during normal business working hours and upon reasonable notice, to all books, records, offices and other facilities of the Company'sSeller Parties relating to the Business, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of (ii) permit the Purchaser with all Parties to make such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination inspections and to make copies of such books and records as they may reasonably require and (iii) furnish the Purchaser Parties with such financial and operating data and other information related to the Business or the Seller Parties as the Purchaser Parties may from time to time reasonably request. The Purchaser Parties and their authorized representatives shall conduct all such inspections under the supervision of personnel of the Seller Parties in a manner that will minimize disruptions to the business and operations of the Seller Parties and in a manner as to maintain the confidentiality of this Agreement. (b) The Purchaser Parties and their authorized representatives (including their designated engineer, architects, surveyors and/or consultants) may, upon reasonable notice and at any time enter into and upon all or any portion of the Real Property in order to investigate and assess, as the Purchaser Parties deem necessary or appropriate in their sole and absolute discretion, the condition (including the structural and environmental condition) of the Assets. The Seller Parties shall cooperate with the Purchaser Parties and their authorized representatives in conducting such investigation, shall allow, the Purchaser Parties and their authorized representatives full disclosure access to the Assets, together with full permission to conduct such investigation, and shall provide to the Purchaser Parties and their authorized representatives all information maintained by the Seller Parties and related to the condition of the Assets, including the Real Property, and all material facts concerning plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the Company possession of or reasonably available to the Seller Parties or any of their engineers, consultants or agents and its Subsidiaries; providedall other information relating to environmental matters in respect of their properties and businesses. (c) The provisions of that certain Confidentiality Agreement dated May 5, however2005 among the parties (the "Confidentiality Agreement") shall remain binding and in full force and effect until the Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, the confidentiality obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or claimed Federal income tax treatment of the transactions (the "Tax Treatment") or to any fact that may be relevant to understanding the Purchaser will hold in strict confidence purported or claimed Federal income tax treatment of the transactions (the "Tax Structure"), and not use for its own benefit each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or other than in connection with tax analyses) that relate to the Tax Treatment or Tax Structure. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by this Agreement), prior . The preceding sentence is intended to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if ensure that the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach treated as having been offered under conditions of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser confidentiality for purposes of said sectionthe Confidentiality Regulations and shall be construed in a manner consistent with such purpose. The information contained herein, in the Schedules hereto or delivered to the Purchaser Parties or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

Access; Confidentiality. (a) At Subject to applicable Gaming Laws, from the date hereof to the Closing Date, Seller shall, and shall cause its Representatives to, (i) afford Purchaser’s Representatives, upon reasonable request of the Purchaserprior notice, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, reasonable access during normal business hours to the officers, employees, representatives, agents (including outside accountants), properties, offices and upon reasonable noticeother facilities, to all books and records of the Company's, Genesis Companies and the Subsidiaries' offices, facilities, properties and personnel. The Company will (ii) furnish the representatives of the to Purchaser with all such information concerning the Company and its Subsidiaries representatives such financial and operating data and other information as such representatives Persons may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; providedsubject, however, to Antitrust Laws. Prior to the Closing, without the prior written consent of Seller, which shall not unreasonably be withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, any Genesis Company (except in the event that such supplier or customer is also a customer or supplier of Purchaser and its Affiliates), and Purchaser shall have no right to perform invasive or subsurface investigations of any real property leased by any Genesis Company without the prior written approval of Seller, which may be withheld for any reason. Purchaser and its Representatives shall conduct their investigations pursuant to this provision in such a manner so as not to interfere with the normal operations of the Business, and in a manner so as to minimize any disruption of the Business. (b) Purchaser acknowledges and agrees that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Purchaser will hold in strict confidence and not use for its own benefit (other than pursuant to this Agreement or otherwise in connection with the transactions contemplated by Contemplated Transactions. If this Agreement)Agreement is, for any reason, terminated prior to the Closing, the documents Confidentiality Agreement and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach provisions of this Section 5.1 by any of its officers, attorneys, accountants 5.3(b) shall nonetheless continue in full force and other authorized representatives. effect. (c) No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 ‎Section 5.3 shall affect any representation, representation or warranty or closing condition in this Agreement of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by hereto or any condition to the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionparties hereto.

Access; Confidentiality. (a) At Subject to the reasonable request Confidentiality Agreement and applicable Law relating to the sharing of the Purchaserinformation, the Company shall give agrees to (i) provide Parent and its Representatives, from time to time prior to the officers, attorneys, accountants and other authorized representatives earlier of the Purchaser accessEffective Time or the termination of this Agreement in accordance with this Agreement, reasonable access upon prior notice during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilitiesproperties, properties books and personnel. The Company will furnish the representatives records of the Purchaser with all such information concerning the Company and its Subsidiaries Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information (in each case, to the extent in the actual possession of the Company or its Subsidiaries) as any of such representatives Persons may reasonably request request, and cause the (iii) instruct its employees, accountantslegal counsel, independent accountants financial advisors, auditors and attorneys other Representatives to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as to be reasonably non-invasive and not to interfere unreasonably (x) with the conduct of the business of the Company and its Subsidiaries to cooperate fully and (y) with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning timely discharge by the Company Company’s and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the ’ employees of their duties. The Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained entitled to have a Representative accompany Parent, Merger Sub and their respective Representatives at all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretotimes. (b) Chilmark Fund IIParent shall, L.P. and shall cause its Affiliates and Representatives, to hold any non-public information received from the Company, its Affiliates or Representatives, directly or indirectly, in accordance with the Confidentiality Agreement, and Parent shall use, and shall cause its Affiliates and Representatives to use, any non-public information received from the Company or any of its Affiliates or Representatives only for the purposes of considering or furthering the Transactions and in accordance with the Confidentiality Agreement. The Company shall hold, and shall cause its Affiliates and Representatives to hold, any non-public information received from Parent, Merger Sub or any of their respective Affiliates or Representatives, directly or indirectly, in accordance with the confidentiality provisions of that certain letter of intent dated February 28, 2013 by and between the Company and Xxxxx Instruments Europe GmbH & Co. KG ("Chilmark"an affiliate of Parent) agrees that it (such letter of intent being the “Letter of Intent”), and Company shall use, and shall cause its Affiliates and Representatives to use, any non-public information received from Parent, Merger Sub or any of their respective Affiliates or Representatives only for the purpose of furthering the Transactions and in accordance with the Letter of Intent. (c) Notwithstanding Section 6.5(a) or Section 6.5(b), neither the Company nor its Subsidiaries shall be bound by required to provide access to or to disclose any information (i) where such access or disclosure reasonably would be expected to jeopardize the obligations attorney-client privilege or work product privilege of the Purchaser set forth Company or any of its Subsidiaries or contravene any Law or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be permitted or made in Section 5.1(aorder to ensure compliance with any applicable Law. (d) as if it were Parent agrees to indemnify, defend and hold the Purchaser Company and its Subsidiaries harmless from any and all threatened or pending Actions or investigations and any and all liabilities, including reasonable costs and expenses for purposes the loss, injury to or death of said sectionany Parent Representative, to the extent resulting directly from the intentional or negligent action of any of Parent or Parent’s Representatives during any visit to the business or property sites of the Company or its Subsidiaries.

Access; Confidentiality. (a) At Between the reasonable request date of this Agreement and the Closing, the Sellers shall cause the Company to, and the Company shall, (i) with the prior consent of the PurchaserSellers, afford Purchaser and its authorized representatives reasonable access to the officers, employees, agents, properties, offices, plants and other facilities, books, and records, auditor's work papers, (ii) with the prior consent of the Sellers, permit Purchaser to contact customers and vendors of the Company, (iii) permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information as Purchaser may from time to time reasonably request. From the date hereof until the time of Closing, the Company shall give the officers, attorneys, accountants provide Purchaser with monthly and other financial statements of the Company as they become available internally at the Company. Purchaser and its authorized representatives of shall conduct all such inspections in a manner that is reasonably designed to limit disruptions to the Purchaser access, during normal business hours and upon reasonable notice, to all operations of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund IIExcept as required by applicable law or governmental entity, L.P. the Company, Sellers, and Purchaser shall not, and shall not permit any of their respective affiliates or representatives to, ("Chilmark"i) agrees that it shall be bound by make any public announcement in respect of this Agreement or the obligations Transactions, (ii) discuss or disclose the contents and/or existence of this Agreement or the Transactions, or (iii) discuss the nature of the Transactions or any other matter, directly or indirectly, relating to this Agreement, without the prior written consent of Purchaser. Company and the Sellers agree to cooperate with Purchaser, as necessary, at or following the Closing in making a public announcement in respect of this Agreement and the Transactions as required by law, as determined by Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionits sole discretion.

Access; Confidentiality. (a) At From the date hereof until the Closing and subject to the requirements of applicable Laws, BHI shall (i) give to GE and its Representatives reasonable request of the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, access during normal business hours to the offices, properties, books and upon reasonable noticerecords of BHI and the BHI Subsidiaries, (ii) furnish to all GE and its Representatives such financial and operating data and other information as GE may reasonably request, and (iii) instruct its and the BHI Subsidiaries’ Representatives to cooperate reasonably with GE in its investigation of BHI and the BHI Subsidiaries, except that nothing herein shall require BHI or any BHI Subsidiary to disclose any information that would cause a risk of a loss of privilege to BHI or any BHI Subsidiary. Notwithstanding this Section 7.06, no party nor its Representatives shall have the right to conduct environmental sampling on any of the Company's, and properties owned or operated by the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and other party or its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No Any investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 7.06(a) shall affect any representation, warranty be conducted in such manner as not to interfere unreasonably with the conduct of the business of BHI or closing condition of any party heretothe BHI Subsidiaries. (b) Chilmark Fund II, L.P. ("Chilmark") agrees Each of GE and BHI acknowledges that the information provided to it shall be bound by and its Representatives in connection with this Agreement and the obligations Transactions is subject to the terms of the Purchaser Confidentiality Agreement between GE Oil & Gas UK Limited and BHI, dated as of May 17, 2016 (as amended or modified from time to time, the “Confidentiality Agreement”). The terms of the Confidentiality Agreement are hereby incorporated by reference. The Confidentiality Agreement shall terminate at the Closing. (c) No investigation by and of the parties or their respective Representatives made pursuant to this Section 7.06 shall modify, nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionthis Agreement.

Access; Confidentiality. (a) At Prior to the reasonable request of the PurchaserClosing, each Signing Stockholder shall use its best efforts to cause the Company shall to (i) give the officersPurchaser and its authorized representatives reasonable access to all books, attorneysrecords, accountants personnel, offices and other authorized representatives facilities and properties of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries the Company Subsidiaries, including for purposes of conducting any financial or operational audit or any environmental site assessment work, (ii) permit Purchaser to make such copies and inspections thereof as such representatives Purchaser may reasonably request and (iii) cause the employees, accountants, independent accountants officers of the Company to furnish Purchaser with such financial and attorneys operating data and other information with respect to the business and properties of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company Subsidiaries as Purchaser may from time to time reasonably request; provided that any such access shall be conducted at Purchaser’s expense, at a reasonable time, and its Subsidiaries; provided, however, that in such a manner as to maintain the Purchaser will hold in strict confidence confidentiality of this Agreement and the Transactions and not use for its own benefit (other than in connection to interfere with the transactions contemplated by this Agreement), prior to normal operation of the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to business of the Company. The Purchaser further agrees that it For the avoidance of doubt, no Signing Stockholder shall be responsible or liable (x) for any the failure of the Company to provide such reasonable access if such Signing Stockholder has used its best efforts as a shareholder, director and/or officer of the Company to cause the Company to provide such access or (y) for the breach of this Section 5.1 section by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretoanother Signing Stockholder. (b) Chilmark Fund IIThe provisions of the Confidentiality Agreement shall remain binding and in full force and effect. The information contained herein, L.P. ("Chilmark") agrees that it in the Disclosure Schedule or delivered to USHIFU, Purchaser or their authorized representatives pursuant hereto shall be bound by deemed to be Confidential Information (as defined and subject to the obligations of exceptions contained in the Purchaser set forth Confidentiality Agreement) until the Closing. Except as otherwise provided in Section 5.1(a) 4.4, each of USHIFU, Purchaser and the Signing Stockholders shall cause its respective consultants, advisors and representatives to treat the terms of this Agreement after the date hereof as if it were strictly confidential (unless compelled to disclose by judicial or administrative process or, in the Purchaser for purposes opinion of said sectionlegal counsel, by other requirements of applicable Law).

Access; Confidentiality. (a) At the reasonable request of ----------------------- the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use -------- ------- for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be --------- bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At From the date hereof until the Closing and subject to the requirements of applicable Laws, BHI shall (i) give to GE and its Representatives reasonable request of the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, access during normal business hours to the offices, properties, books and upon reasonable noticerecords of BHI and the BHI Subsidiaries, (ii) furnish to all GE and its Representatives such financial and operating data and other information as GE may reasonably request, and (iii) instruct its and the BHI Subsidiaries’ Representatives to cooperate reasonably with GE in its investigation of BHI and the BHI Subsidiaries, except that nothing herein shall require BHI or any BHI Subsidiary to disclose any information that would cause a risk of a loss of privilege to BHI or any BHI Subsidiary. Notwithstanding this ‎Section 7.06, no party nor its Representatives shall have the right to conduct environmental sampling on any of the Company's, and properties owned or operated by the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and other party or its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No Any investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 ‎Section 7.06(a) shall affect any representation, warranty be conducted in such manner as not to interfere unreasonably with the conduct of the business of BHI or closing condition of any party heretothe BHI Subsidiaries. (b) Chilmark Fund II, L.P. ("Chilmark") agrees Each of GE and BHI acknowledges that the information provided to it shall be bound by and its Representatives in connection with this Agreement and the obligations Transactions is subject to the terms of the Purchaser Confidentiality Agreement between GE Oil & Gas UK Limited and BHI, dated as of May 17, 2016 (as amended or modified from time to time, the “Confidentiality Agreement”). The terms of the Confidentiality Agreement are hereby incorporated by reference. The Confidentiality Agreement shall terminate at the Closing. (c) No investigation by and of the parties or their respective Representatives made pursuant to this ‎Section 7.06 shall modify, nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionthis Agreement.

Access; Confidentiality. (a) At During the period from the date hereof to the Closing, Seller shall (a) permit Buyer and its representatives and financing sources to have reasonable request of the Purchaser, the Company shall give the officers, attorneysaccess to Seller’s personnel, accountants and other authorized representatives and advisors of Seller, premises, books and records, subject to any limits imposed by UK data protection Laws in the case of the Purchaser accessUK Employees, and (b) furnish to Buyer and its representatives such financial and operating data and other information as such Persons may reasonably request. No investigation pursuant to this Section 5.3(a) shall affect any representation or warranty in this Agreement of any Party or any condition to the obligations of the Parties. (b) Each of Seller and Buyer acknowledge that it and its representatives and advisors remain, and following Closing will remain, bound by the Amended and Restated Mutual Non-Disclosure Agreement, dated February 19, 2013, between Seller and Buyer (the “Confidentiality Agreement”). All information provided or obtained by any Party hereto, before or after the date of this Agreement, including pursuant to clause (a) above, shall be held in confidence by the other Party subject to the terms of the Confidentiality Agreement. Seller recognizes that it has acquired confidential information and trade secrets concerning the Business, the use or disclosure of which could cause Buyer substantial loss and damages and Buyer recognizes that it has acquired confidential information and trade secrets concerning Seller, the use or disclosure of which could cause Seller substantial loss and damages. Accordingly, each Party covenants to the other that neither it nor its Affiliates shall, except with the prior written consent of the other Party, directly or indirectly, disclose confidential information relating to the Business (in the case of Seller) or Seller (in the case of the Buyer), unless (i) it is or becomes generally available to the public other than as a result of disclosure by the Buyer or any of its Affiliates (with respect to the Business) or Seller or any of its Affiliates (with respect to Seller), (ii) it is generally made available to third parties without limitations on its disclosure or (iii) disclosure is required by applicable Law. In the event that a Party (the “Disclosing Party”) is required by applicable Law to disclose any confidential information or trade secrets regarding the Business (in the case of Seller) or Seller (in the case of the Buyer), to the extent legally permissible, the Disclosing Party will not make any disclosure until the Disclosing Party first notifies the other Party (the “Non-Disclosing Party”) promptly so that the Non-Disclosing Party may seek, at its sole cost and expense, a protective order or other appropriate remedy or, in the Non-Disclosing Party’s sole discretion, waive compliance with the terms of this Agreement (and if the Non-Disclosing Party seeks such an order, the Disclosing Party will not oppose such efforts and the Disclosing Party will provide such cooperation as the Non-Disclosing Party reasonably requests); thereafter, disclosures may occur only as allowed herein. In the event that no such protective order or other remedy is obtained, or that the Non-Disclosing Party waives compliance with the terms of this letter agreement, and that the Disclosing Party is nonetheless legally compelled to make such disclosures, the Disclosing Party will (i) furnish only that portion of the confidential information or trade secrets that the Disclosing Party is advised by counsel in writing is legally required, (ii) to the extent legally permissible, give the Non-Disclosing Party written notice of the disclosures to be made and (iii) exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (c) Seller, on the one hand, and Buyer, on the other hand, shall each make their respective books and records (including work papers in the possession of their respective accountants) with respect to the Business available for inspection by the other party, or by its duly accredited representatives, to facilitate the resolution of any claims made against or incurred by a party, or for any other reasonable business purpose, at all reasonable times during normal business hours and upon reasonable noticein a manner not materially disruptive to business operations, for a three (3) year period after the Closing Date, with respect to all transactions of the Company's, Business occurring prior to and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior relating to the Closing, and the documents historical financial condition, assets, liabilities, operations and information cash flows of the Business. As used in this Section 5.2, the right of inspection includes the right to make, at the expense of the inspecting party, extracts or copies. The representatives of a party inspecting the records of the other party shall be reasonably satisfactory to the other party. No party shall be obligated to provide the other party with access to any books and records (including all evaluation material relating to employeespersonnel files) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect 5.2 where such access would violate any representation, warranty or closing condition of any party heretoLaw. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At Between the reasonable request of date hereof and the PurchaserClosing, the Shareholders will cause the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser accessits Subsidiaries, during normal business hours and upon reasonable noticenotice to the Company, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure (i) provide to the Purchaser and its representatives full access to the premises, property, files, books, records, documents, and other information of all material facts or concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employeesii) furnished furnish to the Purchaser concerning and its representatives financial, technical and operating data and other information pertaining to the business and property of the Company and its Subsidiaries; and(iii) make available for inspection and copying by the Purchaser and its representatives copies of any documents relating to the foregoing; (iv) permit the Purchaser and its representatives to conduct reasonable interviews of the employees, if sales representatives and auditors of the Company and its Subsidiaries; and (v) make the officers of the Company and the Subsidiaries reasonably available to cooperate with the Purchaser in obtaining financing for the transactions contemplated by this Agreement shall hereby; provided, however, that any such investigation will be conducted in such a manner so (A) as to preserve the confidentiality of the transactions contemplated hereby and (B) as not be consummated, such confidence shall be maintained to interfere unreasonably with the operation of the business of the Company and all such documents and all copies thereof shall promptly thereafter be returned its Subsidiaries. During the period from the date hereof to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officersClosing, attorneys, accountants and other authorized representatives. No investigation by all information provided to the Purchaser or any of its representatives by or on behalf of the Shareholders or the Company, or their representatives (whether pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (botherwise) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall will be bound governed and protected by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionConfidentiality Agreement.

Access; Confidentiality. (a) At Seller shall cause the Company prior to the Closing to (i) give Buyer and its authorized representatives, upon reasonable request advance notice and during regular business hours, reasonable access to all books, records, Tax Returns, personnel, representatives, officers and other facilities and properties of the PurchaserCompany and Company Subsidiaries, (ii) permit Buyer to make such copies and inspections thereof, upon advance notice and during regular business hours, as Buyer may reasonably request and (iii) cause the officers of the Company and Company Subsidiaries to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Company that Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at Buyer’s expense, at a reasonable time, under the supervision of Seller’ or the Company’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the business of Seller or the Company. (b) Buyer hereby acknowledges that any information provided or made available to it by or on behalf of Seller, the Company or any Company Subsidiary pursuant to this Section 5.2 shall give be deemed “Evaluation Material” within the officersmeaning of the Confidentiality Agreement and shall be treated as confidential by Buyer, attorneysand Buyer shall cause its Affiliates, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all whom such information concerning is provided or made available to treat it as confidential, in accordance with the Company Confidentiality Agreement. (c) From and its Subsidiaries as such representatives may reasonably request after the Closing, Parent, Seller and cause their controlled Affiliates shall not disclose, furnish or make available to any Person (other than the directors, officers, employees, accountantsAffiliates, independent accountants representatives and attorneys agents of Parent, Seller and such Affiliates who need to know such information in connection with the performance of their services or duties to, or their ownership of or affiliation with, Parent, Seller and/or their respective Affiliates) or utilize any nonpublic information of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold provisions of this Section 5.2(c) shall not apply to any such information that (i) is disclosed or made available to the public other than by Parent, Seller or its controlled Affiliates in strict confidence breach of the provisions of this Section 5.2(c) or (ii) is required to be disclosed by Law or in connection with filings with any Governmental Entity, provided that, if permitted by Law and not use for its own benefit to the extent reasonably practicable, prior to any such required disclosure (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employeesany such filing) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof Seller shall promptly thereafter be returned to notify Buyer thereof so that Buyer may, at its sole expense, seek a protective order or other appropriate remedy in respect of such required disclosure. Parent, Seller and their controlled Affiliates shall keep the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants terms and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations conditions of the Purchaser set forth in Section 5.1(a) Commitment Letter confidential except as if it were the Purchaser for purposes of said sectionmay be required to be disclosed by Law.

Access; Confidentiality. (a) At Subject to applicable Gaming Laws, from the date hereof to the Closing Date, Seller shall, and shall cause its Representatives to, (i) afford Purchaser’s Representatives, upon reasonable request of the Purchaserprior notice, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, reasonable access during normal business hours to the officers, employees, representatives, agents (including outside accountants), properties, offices and upon reasonable noticeother facilities, to all books and records of the Company's, Genesis Companies and the Subsidiaries' offices, facilities, properties and personnel. The Company will (ii) furnish the representatives of the to Purchaser with all such information concerning the Company and its Subsidiaries representatives such financial and operating data and other information as such representatives Persons may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; providedsubject, however, to Antitrust Laws. Prior to the Closing, without the prior written consent of Seller, which shall not unreasonably be withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, any Genesis Company (except in the event that such supplier or customer is also a customer or supplier of Purchaser and its Affiliates), and Purchaser shall have no right to perform invasive or subsurface investigations of any real property leased by any Genesis Company without the prior written approval of Seller, which may be withheld for any reason. Purchaser and its Representatives shall conduct their investigations pursuant to this provision in such a manner so as not to interfere with the normal operations of the Business, and in a manner so as to minimize any disruption of the Business. (b) Purchaser acknowledges and agrees that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Purchaser will hold in strict confidence and not use for its own benefit (other than pursuant to this Agreement or otherwise in connection with the transactions contemplated by Contemplated Transactions. If this Agreement)Agreement is, for any reason, terminated prior to the Closing, the documents Confidentiality Agreement and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach provisions of this Section 5.1 by any of its officers, attorneys, accountants 5.3(b) shall nonetheless continue in full force and other authorized representatives. effect. (c) No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 5.3 shall affect any representation, representation or warranty or closing condition in this Agreement of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by hereto or any condition to the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionparties hereto.