Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors), properties and personnel and to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) apply. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From the date of this Agreement until the date following through the Closing Date Date, Bankers or Sovereign, as the case may be, shall afford to, and shall cause each Bankers Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of Bankers and Sovereign will furnish any person making such investigation on which behalf of the Common Shares purchased pursuant other party with such financial and operating data and other information with respect to the Transaction Documents businesses, properties, assets, books and held by records and personnel as the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted person making such investigation shall from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors), properties and personnel and to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) apply. (b) The Investor acknowledges Bankers and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, Bankers shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of Bankers and the Bankers Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the information being provided right, however, at Sovereign's expense, to it cause Bankers or any Bankers Subsidiary to obtain an appraisal by an independent third party experienced in connection with such matters, and mutually satisfactory to Sovereign and Bankers, of the assets or property securing any loan made by Bankers or any Bankers Subsidiary. (d) If the transactions contemplated hereby is subject by this Agreement shall not be consummated, Bankers and Sovereign will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the terms other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. party to whom the information was provided or any of its representatives or agents and except to the Company dated July 8, 2010 (the “Confidentiality Agreement”), the terms extent disclosure of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which any such information is provided legally required. Bankers and Sovereign shall each give prompt notice to the Investor and its Representatives pursuant to Section 3.2(a)other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant Subject to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization)compliance with applicable Laws, the Company, subject Company shall afford to Section 3.2(b), shall allow Parent and shall cause the Company Subsidiaries Merger Sub and to allow, upon reasonable advance notice, the Investor its and its their officers, employees, advisorsaccountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Parent Representatives”) such ), upon reasonable notice, reasonable access during normal business hours hours, during the period prior to its booksthe earlier of the Effective Time and the date, records (including Tax returns and appropriate work papers of independent auditors subject if any, on which this Agreement is earlier terminated pursuant to such access agreements as may be required by such auditors)Section 7.1, properties and personnel and to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counseland its Subsidiaries’ officers, would create employees, properties, Contracts, commitments, books and records, other than, subject to Section 5.4, any potential material liability under applicable Laws such matters that relate to the negotiation and execution of this Agreement, or would destroy to any legal privilege or Acquisition Proposals (y) in such matters being governed by Section 5.4). The foregoing notwithstanding, the reasonable judgment of the Company, Company shall not be required to afford such access if it would (Ai) result in unreasonably disrupt the disclosure of any trade secrets of third parties or (B) violate any obligation operations of the Company with respect or any of its Subsidiaries, (ii) cause a risk of a loss of privilege to confidentiality; provided, further, the Company or any of its Subsidiaries (provided that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where develop an alternative to providing such information reasonably acceptable to Parent), (iii) include any environmental sampling or testing of the restrictions Company’s owned or leased real property or (iv) reasonably be expected to result in clauses (x) and (y) a violation of this Section 3.2(a) applyany applicable Law. (b) The Investor acknowledges Parent hereby agrees that the all information being provided to it it, Merger Sub or any Parent Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby herein shall be deemed to be Confidential Information, as such term is subject to used in, and shall be treated in accordance with the terms confidentiality agreement, dated as of the Confidentiality Agreement entered into August 5, 2014, between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 and Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors), properties and personnel and to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) apply. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisors, Carlyle Investment Management L.L.C. and the Company dated July 8February 2, 2010 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From Between the date of this Agreement until and the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents Closing, Parent will, and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall will cause the Company Subsidiaries to allowTransferred Companies to, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours and upon reasonable prior notice, (i) provide to Buyer and its booksrepresentatives reasonable access to the premises, property, books and records of the Transferred Companies related to the Business, (including Tax returns ii) furnish to Buyer and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors)its representatives financial information, properties operating data and personnel and to such other information as pertaining to the Investor may reasonably requestBusiness and the Business Assets, (iii) make available for inspection and copying by Buyer copies of any documents relating to the foregoing and (iv) permit Buyer and its representatives to conduct reasonable interviews of executive officers of the Business; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice Buyer shall exercise its right under this Section 4.1(a) in such a manner as to not unreasonably interfere with the operation of the CompanyBusiness, (y) for the avoidance of doubt, Buyer’s right under this Section 4.1(a) shall in no way include the right to any invasive environmental investigation or invasive procedure or investigation, including any sampling, testing or removal of materials (other than documents to the extent permitted hereunder) from the offices, factories and properties of Parent, the other Sellers or the Transferred Companies without the consent of Parent, and (z) Parent may limit such access described in clauses (i) through (iv) above to the extent such access (A) would, in the opinion of Parent’s counsel, would create any potential material violate or give rise to liability under applicable Laws Legal Requirements, including any Antitrust Laws, (B) would require Parent or would destroy any legal of its Affiliates to waive any attorney-client privilege or (yC) conflicts with any confidentiality obligations to which Parent or any of its Affiliates is bound; provided, that Parent shall use commercially reasonable efforts to establish a process that, through customary steps, such as targeted redactions, providing information to counsel to review and summarize for Buyer or using a clean room environment, will provide Buyer with timely access to the fullest extent possible in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect a manner that allows Parent to confidentialityavoid such consequences; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts access to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of any information provided by Parent or knowledge obtained by Buyer pursuant to this Section 3.2(a4.1 shall not (i) applyaffect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Closing in Articles V and VI or otherwise prejudice in any way the rights and remedies of Buyer hereunder, including pursuant to Article VII, (ii) be deemed to affect or modify Buyer’s reliance on the representations, warranties, covenants and agreements made by Seller in this Agreement or (iii) be deemed to amend or supplement the Disclosure Letter or prevent or cure any misrepresentation, breach of warranty or breach of covenant by Parent. (b) The Investor acknowledges that the Subject to Section 4.21, all information being provided to it in connection with Buyer or its representatives by or on behalf of Parent, the transactions contemplated hereby is subject other Sellers, the Transferred Companies, their Affiliates or their representatives (whether pursuant to this Section 4.1 or otherwise) prior to the terms of Closing will be governed and protected by the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. Parent and the Company Buyer dated July 81, 2010 2013 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From Subject to compliance with applicable Laws, the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant Company shall afford to the Transaction Documents Parent Parties and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time Lenders and to time for any reorganizationtheir respective directors, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisorsaccountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Parent Representatives”) such reasonable access during normal business hours hours, during the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its booksSubsidiaries’ officers, records (including Tax returns employees, properties, Contracts, commitments, books and appropriate work papers of independent auditors records, other than, subject to the requirements of Section 5.3, any such matters that relate to the negotiation and execution of this Agreement, or to transactions potentially competing with or alternative to 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 required to afford such access agreements as may be required by such auditors), properties and personnel if and to such other information the extent it would (w) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (x) violate any of the Company’s or its Subsidiaries’ obligations with respect to confidentiality, so long as the Investor may reasonably requestCompany shall have used commercially reasonable efforts to obtain the consent of such third party to such access, (y) cause a risk of a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or (z) constitute a violation of any applicable Law; provided, however, that that, in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counseleach case, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use uses commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where minimize the restrictions in clauses (x) and (y) effects of this Section 3.2(a) applysuch restriction or to provide a reasonable alternative to such access. (b) The Investor acknowledges Parent hereby agrees that the all information being provided to it or any Parent Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby herein shall be deemed to be Evaluation Material, as such term is subject to used in, and shall be treated in accordance with, the terms confidentiality agreement, dated as of the Confidentiality Agreement entered into September 4, 2012, between Anchorage Advisors, L.L.C. and the Company dated July 8and Silver Lake Partners III, 2010 L.P. (as amended, the “SLP Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of and the confidentiality provision contained therein shall be extended to all periods during which information is provided to agreement, dated as of August 31, 2012, between the Investor Company and its Representatives pursuant to Section 3.2(aXxxxxxx X. Dell (the “MSD Confidentiality Agreement”).

Access; Confidentiality. (a) From Between the date Effective Date and the earlier of this Agreement until the date following the Closing Date on which or the Common Shares purchased pursuant termination of this Agreement, subject to the Transaction Documents and held by the Investor represent less than five percent applicable Law (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalizationincluding local antitrust laws), the Company, subject to Section 3.2(b), Sellers and the Companies shall allow and shall cause afford the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, authorized agents and other representatives Representatives of the Buyers (collectivelyincluding their legal advisors and accountants), “Representatives”) such access at the Buyers’ sole expense, reasonable access, at reasonable times during normal business hours hours, to its books, records the personnel (including Tax returns any personnel responsible for the preparation of the Companies’ financial statements and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditorsinternal controls), properties premises, properties, financial statements, forecasts and personnel other financial data, books and to such other information records of the Company Entities as the Investor Buyers may reasonably request; provided that, the Sellers and the Companies shall not be required to take any action beyond commercially reasonable efforts or that would unreasonably disrupt the normal operations of any Company Entities, and any such access shall be provided in accordance with and subject to any applicable COVID-19 Measures; provided, however, that nothing in no event this Agreement shall limit Buyer’s rights of discovery as determined or permitted by a Governmental Authority. The foregoing shall not require the Investor and Sellers or the Companies to permit any inspection, or to disclose any information, that in their or its Representatives have access reasonable judgment as determined in good faith is reasonably likely to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) result in the reasonable judgment waiver of the Companyany attorney-client privilege, would (A) result in the disclosure of any trade secrets protected Intellectual Property of any third parties party, the violation of any Law or (B) violate any obligation of the Company their or its obligations with respect to confidentiality, or the loss of the status of any trade secret as a trade secret under applicable Law; provided, furtherhowever, that the Company and the Company Subsidiaries Companies shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) obtain a waiver of any such confidentiality obligations upon Buyers’ reasonable prior written request. All requests for information made pursuant to this Section 3.2(a6.2a) applyshall be directed by the Buyers to Xxxx Xxxxxx, General Counsel of Seller Parent, or such other officer as may be designated from time to time by the Sellers to receive such requests. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to Except for disclosures permitted by the terms of the Confidentiality Agreement entered into that certain Non-Disclosure Agreement, dated as of July 6, 2018 by and between Anchorage AdvisorsBuyer REIT and AMNA Holdings (as amended on May 20, L.L.C. 2020 and the Company dated July 8as may be further amended or otherwise modified from time to time, 2010 (the “Confidentiality Agreement”), each party and its Representatives shall hold all information received from the Company pursuant to this Section 6.2 in confidence in accordance with the terms of which are incorporated herein by referencethe Confidentiality Agreement; provided that solely in connection with the Financing, except that the term of the Buyer will be permitted to disclose such information to any underwriters, equity financing sources or prospective financing sources and/or ratings agencies (and, in each case, to their respective counsel and auditors) so long as each such Person is subject to customary confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to undertakings consistent with those required under Section 3.2(a6.6(c).

Access; Confidentiality. (a) From During the date Interim Period, the Company shall, and shall cause any Person it Controls to, (i) give the Investors and their authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of this Agreement until the date following Company and its Subsidiaries, (ii) permit the Closing Date on which Investors to make such copies and inspections thereof as they may reasonably request, (iii) furnish the Common Shares purchased pursuant Investors with such financial information as the Investors may reasonably request; and (iv) cause the officers of the Company and its Subsidiaries to furnish the Investors with such financial and operating data and other information with respect to the Transaction Documents businesses and held by the Investor represent less than five percent (5%) properties of the outstanding Common Shares (Company and its Subsidiaries as adjusted the Investors may from time to time for reasonably request; provided that any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access shall be conducted at reasonable times during normal business hours hours, under the supervision of the Company's personnel or representatives and in such a manner reasonably designed to its booksmaintain the confidentiality of this Agreement, records (including Tax returns the transactions contemplated hereby and appropriate work papers not to interfere with the normal operation of independent auditors subject the business of the Company. No investigation pursuant to such access agreements as may be required by such auditors), properties and personnel and this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any conditions to such other information as the Investor may reasonably requestobligations of the parties hereto; provided, however, that any information resulting from an investigation prior to the date hereof cannot form the basis for any breach of a representation or warranty. (b) Subject to the Investors' legal obligations to disclose material information to the Stockholders in no event shall connection with the Tender Offer, each Investor agrees that each Investor and its Representatives have access to officers, managers, directors, agents, and representatives will hold in strict confidence, and will not use, any confidential or proprietary data or information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of obtained from the Company with respect to confidentiality; providedthe Company's business or financial condition except for the purpose of evaluating, furthernegotiating, and completing the transactions contemplated by this Agreement. Information generally known in the Company's industry except through a breach by a party hereto or which has been disclosed to an Investor by third parties that the Company and the Company Subsidiaries have a right to do so without an obligation of confidentiality shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) not be deemed confidential or proprietary information for purposes of this Section 3.2(a5.3. If the transactions contemplated by this Agreement are not consummated, each Investor will return to the Company (or certify that it has destroyed) apply. (b) The all copies of such data and information, including, but not limited to, financial information, customer lists, contracts, business and corporate records, worksheets, test reports, tax returns, lists, memoranda, and other documents prepared by, containing, excerpting, or otherwise or made available to such Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 (the “Confidentiality by this Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From Between the date of this Agreement until and the date following the Closing Date on which the Common Shares purchased pursuant Closing, Issuer shall (i) afford Subscriber and its authorized representatives reasonable access to the Transaction Documents all books, records, offices and held by the Investor represent less than five percent other facilities of Issuer and each of its Subsidiaries, (5%ii) permit Subscriber to make such inspections and to make copies of the outstanding Common Shares such books and records as it may reasonably require and (iii) furnish Subscriber with such financial and operating data and other information as adjusted it may from time to time for reasonably request. Subscriber and its authorized representatives shall conduct all such inspections in a manner that will minimize disruptions to the business and operations of Issuer and its Subsidiaries. (b) Subject to Section 5.7, the Parties will keep the terms of this Agreement and the Other Transaction Documents confidential, except with the prior written consent of the other Party and except to the extent that enforcement of its terms or applicable law or the rules of or listing agreement with any reorganizationapplicable stock exchange requires public disclosure; provided, recapitalizationhowever, stock dividendthat nothing in this Agreement shall restrict the ability of Subscriber, stock split, reverse stock split, or other like changes in the Company’s capitalizationits Affiliates (including limited partners thereof), the Companyand their respective directors, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, agents and representatives to use or disclose any such information to the extent they deem necessary in connection with marketing, investment and portfolio company management activities in the ordinary course of their business. Notwithstanding the foregoing, (i) the Parties may disclose this Agreement to each of their respective shareholders, directors, officers, employees, consultants, advisors, counsel, accountants, other professionals, agents and other representatives, (ii) each Party’s obligations under this Section 5.2(b) will not apply to any information or document that (A) becomes the subject of a subpoena or other legal process or otherwise is or becomes available to the public other than as a result of a disclosure in violation of this Agreement or other obligation of confidentiality under which such information may be held or (B) becomes available to the Party on a non-confidential basis from a source other than the other Party or its officers, directors, employees, representatives or agents, and (collectively, “Representatives”iii) such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements except as may be required by such auditors)applicable law, properties and personnel and the Parties shall seek appropriate protective orders or confidential treatment for the schedules to such this Agreement in connection with any filing with or disclosure to any Governmental Authority, or any disclosure pursuant to any subpoena or other information as the Investor may reasonably request; legal process, provided, however, that in no event each case, the disclosing Party shall provide the Investor and its Representatives have access to any information that (xnon-disclosing Party prior written notice setting forth in reasonable detail the required disclosure. The Parties’ obligations under this Section 5.2(b) based on advice of shall survive the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) termination of this Section 3.2(a) applyAgreement. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From Between the date of this Agreement until and the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganizationClosing, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall Seller will cause the Company Subsidiaries to allowTransferred Companies to, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours and upon reasonable prior notice, (i) provide to Buyer and its booksrepresentatives reasonable access to the premises, property, books and records of the Transferred Companies, (including Tax returns ii) furnish to Buyer and appropriate work papers its representatives financial information, operating data and other information pertaining to the Transferred Companies, (iii) make available for inspection and copying by Buyer copies of independent auditors subject any documents relating to such access agreements as may be required by such auditorsthe foregoing (at Buyer’s expense), properties and personnel (iv) permit Buyer and its representatives to such other information as conduct reasonable interviews of executive officers of the Investor may reasonably requestTransferred Companies; provided, however, that (A) Buyer shall exercise its right under this Section 4.1(a) in no event shall such a manner as to not unreasonably interfere with the Investor and its Representatives have access to any information that (x) based on advice operations of the CompanyTransferred Companies, and (B) Seller may limit such access described in clauses (i) through (iv) above to the extent such access (I) could, in the opinion of Seller’s counsel, violate in any material respect any applicable Legal Requirements, including any Antitrust Laws, (II) would create require Seller or any potential material liability under applicable Laws or would destroy Transferred Company to waive any legal privilege attorney-client privilege, or (yIII) conflicts with any confidentiality agreement, non-disclosure agreement or similar agreement to which Seller or any Transferred Company is party to on the date hereof (it being understood and agreed that the foregoing shall not apply to or otherwise limit the disclosure required by any of the representations and warranties in Article II and in the reasonable judgment of the Company, would (A) result in the disclosure case of any trade secrets such limit properly relied on, Seller shall provide prompt written notice to Buyer of third parties or (B) violate any obligation of the Company with respect its determination to confidentiality; provided, further, that the Company withhold information and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) applybasis therefore). (b) The Investor acknowledges that the All information being provided to it in connection with Buyer or its representatives by or on behalf of Seller, the transactions contemplated hereby is subject Minority Shareholders, the Transferred Companies or their respective Affiliates or representatives (whether pursuant to the terms of this Section 4.1 or otherwise) will be governed and protected by the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company and Parent Guarantor dated July 8April 11, 2010 2017 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant Effective Time, subject to the Transaction Documents and held by the Investor represent less than five percent (5%) terms of the outstanding Common Shares confidentiality agreement, dated May 11, 2011, entered into between Parent and the Company (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization"Confidentiality Agreement"), the CompanyCompany shall afford to the Representatives (as hereinafter defined) of Parent and Purchaser, subject to Section 3.2(b)reasonable access, shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours to its the Company's properties, books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors)personnel and all other information concerning its business, properties and personnel and to such other information as the Investor Parent or Purchaser may reasonably request; provided, however, that in no event the Company shall the Investor and its Representatives have not be required to provide Parent access to any information that (x) based on advice of the Company’s counselor documents which would, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (Ai) result in the disclosure of breach any trade secrets of third parties or (B) violate any obligation agreement of the Company with respect to confidentiality; providedany third-party, further(ii) constitute a waiver of the attorney-client or other privilege held by the Company, that (iii) result in a competitor of the Company and receiving material information that is competitively sensitive, the sharing of which could constitute a violation of any applicable Law, or (iv) otherwise violate any applicable Law. Insofar, however, as Parent’s outside counsel, in contrast to the Parent, may reasonably be granted access to any such otherwise restricted materials, if pursuant to a common-interest agreement, the Company Subsidiaries shall use commercially reasonable efforts provide Parent’s outside counsel with such access as may be reasonable. Prior to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) Effective Time, Parent and (y) of Purchaser will hold any information obtained pursuant to this Section 3.2(a) apply. (b) The Investor acknowledges that the information being provided to it 6.2 in connection accordance with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage AdvisorsAgreement. As used in this Agreement, L.L.C. and the term "Representatives" shall mean, with respect to any Person (or its Subsidiaries), its respective officers, directors, employees, consultants, attorneys, accountants, investment bankers or other agents. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner so as not to interfere unreasonably with the business or operations of the Company dated July 8, 2010 (or otherwise result in any significant interference with the “Confidentiality Agreement”), prompt and timely discharge by the terms Company's employees of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives their normal duties. No investigation pursuant to this Section 3.2(a)6.2 shall affect any representation or warranty made by the parties hereunder.

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization)Closing, the Company, subject to Section 3.2(b4.2(b), shall allow and shall cause the Company Company’s Subsidiaries to allow, upon reasonable advance notice, the Investor TCV VII and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such reasonable access during normal business hours hours, and in such a manner as to not interfere with the normal operation of the Company and its Subsidiaries, to their books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors)records, properties and personnel and to such other information as the Investor TCV VII may reasonably request; provided, however, that in no event shall the Investor TCV VII and its Representatives have access to any information that (xi) based on reasonable advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (yii) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Company’s Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (xi) and (yii) of this Section 3.2(a4.2(a) apply. (b) The Investor acknowledges Upon the Closing, that certain Non-Disclosure Agreement, effective February 22, 2011, between the information being Company and TCMI (the “Non-Disclosure Agreement”) automatically shall terminate in all respects, without any further action by the Company, TCMI, the Purchasers or their respective Affiliates. From and after the Closing, each of TCMI and the Purchasers agrees that it shall maintain the strict confidentiality of all Information and shall not disclose any Information to any Person, except that TCMI and the Purchasers may disclose the Information (i) to authorized Representatives of the Company and its Subsidiaries or the Purchasers and as otherwise may be proper in the course of performing such Purchaser’s obligations, or enforcing such Purchaser’s rights, under this Agreement, (ii) to any bona fide prospective purchaser of the Common Stock directly or indirectly held by such Purchaser, provided that such prospective purchaser agrees to it in connection with the transactions contemplated hereby is subject to be bound by the terms of this Section 4.2(b), and (iii) as is, in the Confidentiality Agreement entered into between Anchorage Advisorsreasonable opinion of TCMI’s or any Purchaser’s legal counsel, L.L.C. required to be disclosed to a Governmental Entity, or by subpoena, summons or legal process, or by Law. Each of TCMI and the Company dated July 8Purchasers shall advise each of its Affiliates and Representatives to whom Information is disclosed to comply with this Section 4.2(b) to the same extent as if it had executed and delivered this Agreement itself, 2010 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein and TCMI and each Purchaser shall be extended responsible for the failure of any of its Affiliates or Representatives to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a)so comply.

Access; Confidentiality. (a) From Between the date hereof and the earlier of termination of this Agreement until the date following or the Closing Date on which Date, the Common Shares purchased pursuant Stockholders and the Companies will (i) provide to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents officers and other authorized representatives (collectivelyof UAG and Sub full access, “Representatives”) such access during normal business hours hours, to its any and all premises, properties, files, books, records records, documents, and other information of the Companies and will cause their officers to furnish to UAG and Sub and their authorized representatives any and all financial, technical and operating data and other information pertaining to the businesses and properties of the Companies, and (including Tax returns ii) make available for inspection and appropriate work papers copying by UAG and Sub true and complete copies of independent auditors subject any documents relating to such access agreements the foregoing. UAG and Sub will hold (and will cause their officers, directors, employees and representatives to hold) in confidence (unless and to the extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law) all Confidential Information (as defined below) and will not disclose the same to any third party except in connection with obtaining financing and otherwise as may reasonably be required by such auditors), properties and personnel and necessary to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company carry out this Agreement and the Company Subsidiaries shall use commercially reasonable efforts transactions contemplated hereby, including any due diligence review by or on behalf of UAG and Sub, but only if each third party agrees to make appropriate substitute disclosure arrangements under circumstances where be bound by the restrictions in clauses (x) and (y) of this Section 3.2(a) apply5. (b) The Investor acknowledges that 1. If this Agreement is terminated, UAG and Sub will promptly return to the Companies, upon the request of the Companies, all Confidential Information furnished by the Companies and the Stockholders to UAG or Sub, including all copies thereof. As used herein, "Confidential Information" shall mean all information being provided to it concerning the Companies obtained by UAG or Sub from the Companies in connection with the transactions contemplated hereby by this Agreement, except information (x) ascertainable or obtained from public information, (y) received from a third party not employed by or otherwise affiliated with the Companies or (z) which is subject or becomes known to the terms public, other than through a breach by UAG or Sub of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 (the “Confidentiality this Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From Between the date hereof and the earlier of termination of this Agreement until the date following or the Closing Date on which Date, the Common Shares purchased pursuant Stockholders and the Companies will (i) provide to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents officers and other authorized representatives (collectivelyof UAG and the Merger Subs full access, “Representatives”) such access during normal business hours hours, to its any and all premises, properties, files, books, records records, documents, and other information of the Companies and will cause their officers to furnish to UAG and the Merger Subs and their authorized representatives any and all financial, technical and operating data and other information pertaining to the businesses and properties of the Companies, and (including Tax returns ii) make available for inspection and appropriate work papers copying by UAG and the Merger Subs true and complete copies of independent auditors subject any documents relating to such access agreements the foregoing. UAG and the Merger Subs will hold (and will cause their officers, directors, employees and representatives to hold) in confidence (unless and to the extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law) all Confidential Information (as defined below) and will not disclose the same to any third party except in connection with obtaining financing and otherwise as may reasonably be required by such auditors), properties and personnel and necessary to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company carry out this Agreement and the Company Subsidiaries shall use commercially reasonable efforts transactions contemplated hereby, including any due diligence review by or on behalf of UAG and the Merger Subs, but only if each third party agrees to make appropriate substitute disclosure arrangements under circumstances where be bound by the restrictions in clauses (x) and (y) of this Section 3.2(a) apply. (b) The Investor acknowledges that 5.1. If this Agreement is terminated, UAG and the Merger Subs will promptly return to the Companies, upon the request of the Companies, all Confidential Information furnished by the Companies and the Stockholders to UAG or the Merger Subs, including all copies thereof. As used herein, "Confidential Information" shall mean all information being provided to it concerning the Companies obtained by UAG or the Merger Subs from the Companies in connection with the transactions contemplated hereby by this Agreement, except information (x) ascertainable or obtained from public information, (y) received from a third party not employed by or otherwise affiliated with the Companies or (z) which is subject or becomes known to the terms public, other than through a breach by UAG or the Merger Subs of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 (the “Confidentiality this Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From Between the date of this Agreement until hereof and the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganizationClosing, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall Seller will cause the Company Subsidiaries to allowCompanies, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours and upon reasonable prior notice, to (i) provide to Buyer and its booksrepresentatives full access to the premises, property, books and records of the Companies, (including Tax returns ii) furnish to Buyer and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors)its representatives financial information, properties operating data and personnel and to such other information as pertaining to the Investor may business and property of the Companies and reasonably requestrequested by Buyer, (iii) make available for inspection and copying by Buyer copies of any documents relating to the foregoing and (iv) permit Buyer and its representatives to conduct reasonable interviews of the employees of the Companies; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice Buyer shall exercise its right under this Section 4.1(a) in such a manner as to not unreasonably interfere with the operation of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment business of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) Companies and (y) Seller may limit such access described in clauses (i) through (iv) above to the extent such access could, in the opinion of this Section 3.2(a) applySeller's counsel, violate or give rise to liability under applicable Legal Requirements. (b) The Investor acknowledges that the All information being provided to it Buyer or its representatives by or on 35 28 behalf of Seller, the Companies, their Affiliates or their representatives (whether pursuant to this Section 4.1 or otherwise), and the provisions and terms of this Agreement and the Schedules and Exhibits, will be governed and protected by the Confidentiality Agreement between Lapoxxx xxx and Buyer dated January 15, 1997 (the "Confidentiality Agreement"). (c) Buyer shall engage IT Corporation (the "Consultant") to perform an environmental investigation of the Companies (the "Investigation"). The Consultant shall be authorized only to perform those procedures and conduct the investigation to the extent and as described, and on the timetable set forth, on Schedule 4.1. Seller shall be supplied with all drafts of all reports prepared by the Consultant in connection with the transactions contemplated hereby is Investigation, and Buyer shall cause the Consultant to render and deliver its final report of the Investigation (the "Environmental Survey") to Buyer and Seller by July 7, 1997. In connection with the Investigation, the Consultant shall enter into such confidentiality and other agreements as Seller shall reasonably request, and the Consultant shall be subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisorsrestrictions set forth in Section 4.1(a). Buyer shall pay all fees, L.L.C. expenses and the Company dated July 8, 2010 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term of the confidentiality provision contained therein shall be extended to all periods during which information is provided other amounts owing to the Investor and its Representatives pursuant to Section 3.2(a)Consultant in connection with the Investigation.

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access At all times during normal business hours from and after the date hereof until all of the outstanding Shares have been converted in accordance with their terms, the Company shall afford Purchaser and its counsel and other authorized representatives reasonable access to its the properties, employees and officers of the Company and to all books, records (accounts, tax returns, financial and other records, including Tax returns audit work papers, correspondence and appropriate work papers contracts of independent auditors subject to such access agreements every kind of the Company as may be required by such auditors), properties and personnel and to such other information as the Investor Purchaser may reasonably request. (b) Purchaser shall, and shall cause its representatives to, hold confidential all information relating to the Company or its Subsidiaries it has received prior to the Initial Closing from the Company or any of its representatives, or information, if any, it receives after the Initial Closing from the Company or any of its representatives as a result of or in connection with SECTION 5.10(a) hereof or Purchaser's ownership of the Shares; providedPROVIDED, HOWEVER, that the foregoing shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Purchaser or any of its Affiliates or representatives in violation of this SECTION 5.10(b), (ii) information that is or becomes available to Purchaser or any of its representatives on a nonconfidential basis from a source other than the Company or its Affiliates or representatives, provided that such source is not known by Purchaser to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or any other party, or (iii) information that is required to be disclosed by Purchaser or any of its representatives as a result of any applicable Law; PROVIDED FURTHER, however, that in no the event shall the Investor and its Representatives have access information is required to any information that be disclosed pursuant to clause (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) apply. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 (the “Confidentiality Agreement”iii), the terms Person proposing such disclosure shall provide the Company to the extent practicable an opportunity, reasonably in advance of which are incorporated herein by referenceany such disclosure, except that to review and comment on the term form and content of such proposed disclosure. The provisions of this SECTION 5.10(b) shall terminate on the first anniversary of the confidentiality provision contained therein shall be extended to date that all periods during which information is provided to of the Investor and its Representatives pursuant to Section 3.2(a)outstanding Shares have been converted in accordance with their terms.

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) Representatives such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors), properties and personnel and to such other information as the Investor may reasonably requestrequest (but, in any event, no more frequently than once per quarter); provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a3.3(a) apply. These rights are intended to satisfy the requirements of management rights for purposes of qualifying the Investor’s investment in the Company as a “venture capital investment” for purposes of the Department of Labor’s “plan assets” regulations. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage Advisors, Carlyle Investment Management L.L.C. and the Company dated July 8September 27, 2010 and the Confidentiality Agreement entered into between The Carlyle Group and Xxxx Xxxxxx Xxxxxx & Xxxxxx, Inc. dated August 4, 2010 (together, the “Confidentiality AgreementAgreements”), the terms of which are incorporated herein by reference, except that the term terms of the confidentiality provision provisions and the restrictions on disclosure and use contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) Representatives such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors), properties and personnel and to such other information as the Investor may reasonably requestrequest (but, in any event, no more frequently than once per quarter); provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a3.3(a) apply. These rights are intended to satisfy the requirements of management rights for purposes of qualifying the Investor’s investment in the Company as a “venture capital investment” for purposes of the Department of Labor’s “plan assets” regulations. (b) The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement entered into between Anchorage AdvisorsOak Hill Capital Partners III, L.L.C. L.P. and the Company dated July 8January 7, 2010 2011 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, except that the term terms of the confidentiality provision provisions and the restrictions on disclosure and use contained therein shall be extended to all periods during which information is provided to the Investor and its Representatives pursuant to Section 3.2(a).

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access At all times during normal business hours from and after the date hereof until all of the outstanding Shares have been converted in accordance with their terms, the Company shall afford Purchaser and its counsel and other authorized representatives reasonable access to its the properties, employees and officers of the Company and to all books, records (accounts, tax returns, financial and other records, including Tax returns audit work papers, correspondence and appropriate work papers contracts of independent auditors subject to such access agreements every kind of the Company as may be required by such auditors), properties and personnel and to such other information as the Investor Purchaser may reasonably request. (b) Purchaser shall, and shall cause its representatives to, hold confidential all information relating to the Company or its Subsidiaries it has received prior to the Initial Closing from the Company or any of its representatives, or information, if any, it receives after the Initial Closing from the Company or any of its representatives as a result of or in connection with Section 5.10(a) hereof or Purchaser's ownership of the Shares; provided, however, that in no event the foregoing shall the Investor and its Representatives have access not apply to any (i) information that (x) based on advice is or becomes generally available to the public other than as a result of the Company’s counsel, would create a disclosure by Purchaser or any potential material liability under applicable Laws of its Affiliates or would destroy any legal privilege or (y) representatives in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) violation of this Section 3.2(a5.10(b), (ii) apply. (b) The Investor acknowledges information that is or becomes available to Purchaser or any of its representatives on a nonconfidential basis from a source other than the information being Company or its Affiliates or representatives, provided that such source is not known by Purchaser to it in connection be bound by a confidentiality agreement with the transactions contemplated hereby is subject or other obligation of secrecy to the terms Company or any other party, or (iii) information that is required to be disclosed by Purchaser or any of its representatives as a result of any applicable Law; provided further, however, that in the Confidentiality Agreement entered into between Anchorage Advisors, L.L.C. and the Company dated July 8, 2010 event information is required to be disclosed pursuant to clause (the “Confidentiality Agreement”iii), the terms Person proposing such disclosure shall provide the Company to the extent practicable an opportunity, reasonably in advance of which are incorporated herein by referenceany such disclosure, except that to review and comment on the term form and content of such proposed disclosure. The provisions of this Section 5.10(b) shall terminate on the first anniversary of the confidentiality provision contained therein shall be extended to date that all periods during which information is provided to of the Investor and its Representatives pursuant to Section 3.2(a)outstanding Shares have been converted in accordance with their terms.