Common use of Access; Information and Records; Confidentiality Clause in Contracts

Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors, employees and Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable Law and subject to the Buyer’s compliance with data privacy laws, to its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Business as the Buyer, through its officers, employees or other Representatives, may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and Business. (b) The Buyer will hold any nonpublic information obtained pursuant to Section 5.1(a) in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and to the extent any such nonpublic information of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any such nonpublic information. (c) No such investigation under this Section 5.1 by the Buyer shall affect the representations and warranties of the Company and its Subsidiaries herein. (d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statements, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date relating to the Business for periods prior to the Closing and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records.

Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, and use its reasonable best efforts to cause its and its Subsidiaries, ’ officers, directors, directors and employees and Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable Law and subject to the Buyer’s compliance with data privacy lawsLaw, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case Records relating to the Transferred Assets Assets, the Assumed Liabilities, the Consumables Business, the Process Business and the BusinessTransferred Subsidiaries, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Business as the Buyer, through its officers, employees or other Representatives, may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets Acquired Businesses. At the request of the Buyer, the Company shall, and shall cause its Subsidiaries, to take all reasonable actions to facilitate contact, including arranging meetings, between the Buyer or its Representatives and the customers and suppliers of the Consumables Business and the Process Business. (b) Promptly following execution of this Agreement, the parties shall establish a transition planning team (the “Transition Team”) to be led by Xxxx Xxxxxxxx (the “Leader”), of the Buyer, and comprised of 3 representatives of the Buyer and 1 representative of the Company, who shall be Xxxxx Xxxxxx. The Transition Team shall be responsible for, subject to the oversight of the Leader, facilitating a transition and integration planning process designed to ensure the efficient transfer of the Acquired Businesses to the Buyer, which shall include taking, or causing to be taken, those actions specified in Section 5.1(b) of the Company Disclosure Schedule. To the extent the actions set forth in Section 5.1(b) of the Company Disclosure Schedule, or any other actions identified by the Transition Team, are not accomplished prior to the Closing Date, the Company and the Buyer shall agree upon a commercially reasonable arrangement in order to ensure that such actions are completed promptly following the Closing, giving credit to the Buyer for payments in respect of such services and those referred to in the last sentence of this paragraph in the amounts set forth below. The Buyer and the Company shall enter into an agreement under which the Buyer shall pay the Company $40,000 per month for four months after the Closing Date for occupancy arrangements and interim transition services to be agreed upon, which amounts shall be payable whether or not the Buyer occupies the facilities or requests the services. The interim transition services to be provided may include, but shall not be limited to, transition and support services necessary to conduct operations relating to the Transferred Assets and Assumed Liabilities, including production, packing, dispatch, shipping, receiving, accounting, service administration, ordering and other services incidental to the operation of the Transferred Assets and Assumed Liabilities. (c) The Buyer agrees that all communications by the Buyer to any Consumables Business Employees or Process Business Employees currently employed by the Company or the Transferred Subsidiaries shall be coordinated through the Company’s representative on the Transition Team, unless the Company shall otherwise consent (such consent not to be unreasonably withheld). (d) The Buyer will hold hold, and will use its reasonable best efforts to cause its officers, employees and other Representatives to hold, any nonpublic information obtained pursuant to Section 5.1(a) in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and to the extent any such nonpublic information of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any such nonpublic information. (ce) No such investigation under this Section 5.1 by the Buyer shall affect the representations and warranties of the Company and its Subsidiaries herein. (d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statements, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date relating to the Business for periods prior to the Closing and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records.

Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to through the Closing Date or the earlier termination of this AgreementDate, upon reasonable prior written notice, the Company Holdings shall, and shall use cause the Group to, upon request and reasonable notice (i) afford to Buyer, its counsel, accountants and other authorized representatives reasonable best efforts access (which access shall be exercised to the extent practicable during normal business hours) to the offices, properties, senior management, books and records of the Group Members and to the books and records of Holdings relating to the Group in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Group and (ii) instruct the employees, counsel, accountants and financial advisors of the Group Members to cooperate with Buyer in its investigation of the Group. Holdings shall, and shall cause the Group Members, to cause its Subsidiaries, officers, directors, employees and Representatives to, afford the their officers, employees, auditors accountants and other Representatives of the agents to furnish to Buyer reasonable access, consistent with applicable Law such additional financial and subject to the Buyer’s compliance with data privacy laws, to its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating in their possession with respect to the Transferred Assets and the Business Group as the Buyer, through its officers, employees or other Representatives, Buyer may from time to time reasonably request in writing and request. The Group Member shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Group Member or contravene any reports and other documents filed by the Company during such period with any Governmental Authority pursuant Law or binding agreement entered into prior to the requirements date of applicable Law relating this Agreement (it being agreed that the parties shall use their reasonable best efforts to the Transferred Assets and Businesscause such information to be provided in a manner that does not cause such violation or jeopardization). (b) The Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, Buyer will hold shall hold, and shall cause their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information obtained pursuant to Section 5.1(a) in confidence to the extent required by, and in accordance with with, the provisions of the letters, dated July 1, 2005, July 5, 2005 and July 6, 2005, between Xxxxxxx, Dubilier & Rice, Inc., Carlyle Investment Management, L.L.C. and Xxxxxxx Xxxxx Global Partners, Inc., respectively, and the Company and Ford (collectively, the “Confidentiality Agreement”); provided, that unless this Agreement is terminated (i) any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective debt financing sources and prospective equity co-investors and (ii) Sections 2 and 7(a) of the Confidentiality Agreement, shall cease to have further force and effect from and after the terms of which are incorporated herein by reference, date hereof. Sections 6 and 7(b) (with respect to the extent any such nonpublic information employees of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request Company) of the Seller use its commercially reasonable efforts Confidentiality Agreement shall cease to destroy all tangible items containing any such nonpublic informationhave further force and effect upon Closing. (c) No such investigation under Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, with respect to any information obtained pursuant to this Section 5.1 by or the Confidentiality Agreement, Buyer shall affect not, and shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates not to, take any action that would cause any Group Member to violate its Privacy Policy for Rental Customers or Privacy Policy for Car Sales Customers, as such policies are in effect on the representations and warranties of the Company and its Subsidiaries hereindate hereof. (d) In order From the date hereof and until the second anniversary of the Closing Date, Holdings will hold, and will cause Ford and its Affiliates to facilitate hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the resolution of any claims made against or incurred by the Company relating to any period ending on or prior Group Members, except to the Closing and in order for the Company extent that such information can be shown to prepare audited financial statements, for a period of seven (7) years after the Closing, the Buyer shall have been (i) retain in the Books and Records which are transferred to public domain through no fault of Holdings or its Affiliates (other than the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and Group Members) or (ii) upon reasonable notice, afford later lawfully acquired by such Person from sources other than those related to Holdings’ ownership of Shares or the officers, employees, auditors and other Representatives operation of the Company reasonable access (including business of the right Group. The obligation of Holdings to make photocopies at hold or cause to be held any such information in confidence shall be satisfied if they exercise the Company’s expense), during normal business hours, same care with respect to such Books and Recordsinformation as they would take to preserve the confidentiality of their own similar information. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer From and after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries toDate, (i) retain all Holdings will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (excluding the Books including accountant’s work papers), information, employees and Records transferred auditors to the extent necessary or reasonably useful for Buyer pursuant to this Agreement and in connection with any audit, investigation, dispute or litigation or any other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date reasonable business purpose relating to the Business for periods prior to the Closing Group and (ii) upon Buyer will cause the Company to afford promptly to Holdings and its agents reasonable noticeaccess to the Company’s books of account, afford the officers, employees, auditors financial and other Representatives records (including accountant’s work papers), information, employees and auditors to the extent necessary or reasonably useful for Holdings in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Group; provided, that any such access by Buyer or Holdings shall not unreasonably interfere with the conduct of the Buyerbusiness of Holdings or the Company, reasonable as the case may be and; provided, further, that this provision shall not be available to and shall not expand the scope of discovery in the case of a legal proceeding between the parties (but only to the extent of the matters that are the subject of such proceeding). The party afforded access shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the right foregoing. No party shall be required to make photocopies at provide access to or to disclose information where such access or disclosure would jeopardize the Buyer’s expenseattorney-client privilege of such party or contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization), during normal business hours, to such books and records.

Access; Information and Records; Confidentiality. (a) From During the ----------------------------------------------------- period commencing on the date hereof to and ending on the Closing Date or the earlier termination of this AgreementDate, upon reasonable prior written notice, the Company BFC shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors, employees subsidiaries and Representatives controlled affiliates to, upon reasonable request and notice, afford the officersto Buyer, employeesits counsel, auditors accountants and other Representatives authorized representatives reasonable access during normal business hours to the plants, properties, management, books and records of the Business, in order that Buyer may have the opportunity to make such reasonable accessinvestigations as it shall desire to make of the Business, consistent with applicable Law and subject in a manner not unreasonably disruptive to the Buyer’s compliance Business; provided that any contacts -------- with data privacy lawssuch management, to other than the individuals listed on Schedule 7.1, shall ------------ be approved in advance by Xxxxx Xxxxxxxx or Xxxxxx Xxxxxxxx. BFC will cause its officers, employees, properties, offices, plants accountants and other facilities agents to furnish to Buyer such additional financial and to all Books and Records, in each case relating to the Transferred Assets and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating with respect to the Transferred Assets and the Business as the Buyer, through its officers, employees or other Representatives, Buyer may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and Businessrequest. (b) The During the period commencing on the Escrow Funding Date and ending on the Closing Date, BFC shall and shall cause its subsidiaries and controlled affiliates to (i) consult with Buyer will hold any nonpublic information obtained pursuant with respect to Section 5.1(a) in confidence in accordance with material decisions relating to the provisions operation of the Confidentiality AgreementBusiness; provided that BFC shall have no obligations -------- hereunder to the extent prohibited by law, regulation or the terms of any contract, agreement or arrangement pursuant to which BFC or any of its subsidiaries or controlled affiliates is a party or by which any of them are incorporated herein by reference, bound; and (ii) obtain Buyer's written consent prior to entering into any contract or commitment pertaining to the extent any such nonpublic information Business for capital expenditures in excess of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any such nonpublic information$100,000. (c) No such investigation under this Section 5.1 by Buyer will hold, and will cause its espective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence to the Buyer shall affect extent required by, and in accordance with, the representations and warranties provisions of the Company letter dated December 8, 2000, between Buyer and its Subsidiaries hereinBFC. (d) In order Subject to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statementsSection 2.2(a)(iii)(B) hereof, for a period of seven three (73) years after the ClosingClosing Date, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company BFC shall, and shall cause its Subsidiaries subsidiaries and controlled affiliates to, (i) retain maintain the confidentiality of all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date information relating to the Business for periods and the Assets prior to the Closing that would constitute Evaluation Material (as defined in the Confidentiality Agreement) under the Confidentiality Agreement under terms similar to those set forth in the Confidentiality Agreement with respect to Evaluation Material as though such terms applied to BFC and (ii) upon reasonable noticeits subsidiaries and controlled affiliates and continued after the Closing Date; provided that BFC and its subsidiaries and controlled affiliates -------- may disclose any such information as required by law, afford the officersrule or regulation, employeesorder, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and recordsjudgment or decree.

Access; Information and Records; Confidentiality. During the period commencing on the date hereof and ending on the Closing Date: (a) From The Seller shall and shall cause the date hereof Sold Companies and the Subsidiaries (and shall use all commercially reasonable efforts to cause the Closing Date or the earlier termination of this AgreementVenture Entities) to, upon reasonable prior written request and notice, afford to the Company shallBuyer, its counsel, accountants and shall use its other representatives reasonable best efforts access during normal business hours to cause its Subsidiariesthe plants, officersproperties, directors, employees and Representatives to, afford the officerssenior management, employees, auditors books and other Representatives records of the Buyer reasonable access, consistent with applicable Law and subject Seller (but only insofar as they pertain to the Buyer’s compliance Sold Companies, the Venture Entities and the Subsidiaries), the Sold Companies, the Subsidiaries and the Venture Entities in order that the Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the Sold Companies, the Subsidiaries and the Venture Entities; provided, however, that any contacts with data privacy lawssuch senior management or other employees shall be made only in accordance with those written procedures which shall be established by the Seller within ten Business Days after the date hereof, to which procedures shall not unreasonably withhold, condition or delay such access. The Seller will cause its officers, employees, properties, offices, plants accountants and other facilities and agents to all Books and Records, in each case relating furnish to the Transferred Assets Buyer such additional financial and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating with respect to the Transferred Assets Sold Companies, the Venture Entities and the Business Subsidiaries as the Buyer, through its officers, employees or other Representatives, Buyer may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and Businessrequest. (b) The Buyer will hold shall not contact any nonpublic information obtained pursuant suppliers or customers of the Seller, the Sold Companies, the Venture Entities or the Subsidiaries in connection with or pertaining to Section 5.1(a) in confidence any subject matter of this Agreement except in accordance with the provisions of the Confidentiality Agreement, the terms of those written procedures which are incorporated herein shall be established by reference, and to the extent any such nonpublic information of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any within ten Business Days after the date hereof, which procedures shall not unreasonably withhold, condition or delay such nonpublic informationcontacts. (c) No such investigation under this Section 5.1 by the The Buyer shall affect the representations will hold, and warranties of the Company and will cause its Subsidiaries herein. (d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statementsrespective directors, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors accountants, counsel, financial advisors and other Representatives representatives and affiliates to hold, any information disclosed hereunder in confidence to the extent required by, and in accordance with, the provisions of the Company reasonable access (including the right to make photocopies at the Company’s expense)letter dated April 23, during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by 2003 between the Buyer after and the Closing or for any other reasonable purposeSeller (as supplemented by letter dated July 15, including to prepare audited financial statements, for a period of seven 2003) (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date relating to the Business for periods prior to the Closing and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense“Confidentiality Agreement”), during normal business hours, to such books and records.

Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to through the Closing Date or the earlier termination of this AgreementDate, upon reasonable prior written notice, the Company Holdings shall, and shall use cause the Group to, upon request and reasonable notice (i) afford to Buyer, its counsel, accountants and other authorized representatives reasonable best efforts access (which access shall be exercised to the extent practicable during normal business hours) to the offices, properties, senior management, books and records of the Group Members and to the books and records of Holdings relating to the Group in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Group and (ii) instruct the employees, counsel, accountants and financial advisors of the Group Members to cooperate with Buyer in its investigation of the Group. Holdings shall, and shall cause the Group Members, to cause its Subsidiaries, officers, directors, employees and Representatives to, afford the their officers, employees, auditors accountants and other Representatives of the agents to furnish to Buyer reasonable access, consistent with applicable Law such additional financial and subject to the Buyer’s compliance with data privacy laws, to its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating in their possession with respect to the Transferred Assets and the Business Group as the Buyer, through its officers, employees or other Representatives, Buyer may from time to time reasonably request in writing and request. The Group Member shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Group Member or contravene any reports and other documents filed by the Company during such period with any Governmental Authority pursuant Law or binding agreement entered into prior to the requirements date of applicable Law relating this Agreement (it being agreed that the parties shall use their reasonable best efforts to the Transferred Assets and Businesscause such information to be provided in a manner that does not cause such violation or jeopardization). (b) The Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, Buyer will hold shall hold, and shall cause their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information obtained pursuant to Section 5.1(a) in confidence to the extent required by, and in accordance with with, the provisions of the letters, dated July 1, 2005, July 5, 2005 and July 6, 2005, between Cxxxxxx, Dubilier & Rice, Inc., Carlyle Investment Management, L.L.C. and Mxxxxxx Lxxxx Global Partners, Inc., respectively, and the Company and Ford (collectively, the “Confidentiality Agreement”); provided, that unless this Agreement is terminated (i) any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective debt financing sources and prospective equity co-investors and (ii) Sections 2 and 7(a) of the Confidentiality Agreement, shall cease to have further force and effect from and after the terms of which are incorporated herein by reference, date hereof. Sections 6 and 7(b) (with respect to the extent any such nonpublic information employees of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request Company) of the Seller use its commercially reasonable efforts Confidentiality Agreement shall cease to destroy all tangible items containing any such nonpublic informationhave further force and effect upon Closing. (c) No such investigation under Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, with respect to any information obtained pursuant to this Section 5.1 by or the Confidentiality Agreement, Buyer shall affect not, and shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates not to, take any action that would cause any Group Member to violate its Privacy Policy for Rental Customers or Privacy Policy for Car Sales Customers, as such policies are in effect on the representations and warranties of the Company and its Subsidiaries hereindate hereof. (d) In order From the date hereof and until the second anniversary of the Closing Date, Holdings will hold, and will cause Ford and its Affiliates to facilitate hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the resolution of any claims made against or incurred by the Company relating to any period ending on or prior Group Members, except to the Closing and in order for the Company extent that such information can be shown to prepare audited financial statements, for a period of seven (7) years after the Closing, the Buyer shall have been (i) retain in the Books and Records which are transferred to public domain through no fault of Holdings or its Affiliates (other than the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and Group Members) or (ii) upon reasonable notice, afford later lawfully acquired by such Person from sources other than those related to Holdings’ ownership of Shares or the officers, employees, auditors and other Representatives operation of the Company reasonable access (including business of the right Group. The obligation of Holdings to make photocopies at hold or cause to be held any such information in confidence shall be satisfied if they exercise the Company’s expense), during normal business hours, same care with respect to such Books and Recordsinformation as they would take to preserve the confidentiality of their own similar information. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer From and after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries toDate, (i) retain all Holdings will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (excluding the Books including accountant’s work papers), information, employees and Records transferred auditors to the extent necessary or reasonably useful for Buyer pursuant to this Agreement and in connection with any audit, investigation, dispute or litigation or any other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date reasonable business purpose relating to the Business for periods prior to the Closing Group and (ii) upon Buyer will cause the Company to afford promptly to Holdings and its agents reasonable noticeaccess to the Company’s books of account, afford the officers, employees, auditors financial and other Representatives records (including accountant’s work papers), information, employees and auditors to the extent necessary or reasonably useful for Holdings in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Group; provided, that any such access by Buyer or Holdings shall not unreasonably interfere with the conduct of the Buyerbusiness of Holdings or the Company, reasonable as the case may be and; provided, further, that this provision shall not be available to and shall not expand the scope of discovery in the case of a legal proceeding between the parties (but only to the extent of the matters that are the subject of such proceeding). The party afforded access shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the right foregoing. No party shall be required to make photocopies at provide access to or to disclose information where such access or disclosure would jeopardize the Buyer’s expenseattorney-client privilege of such party or contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization), during normal business hours, to such books and records.

Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to and ending on the Closing Date or the earlier termination of this AgreementDate, upon reasonable prior written notice, the Company O-I and Seller shall, and shall cause the Company and its Subsidiaries to afford to Buyer, its Representatives (as defined below) and financing sources (and their respective Representatives), upon Buyer's reasonable written request and notice, reasonable access during normal business hours and at Buyer's expense to the plants, properties, senior management, officers, directors, senior employees, books and records of the Company and its Subsidiaries, in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Company and its Subsidiaries; provided that any contacts with such senior management, officers, directors and senior employees shall only take place under the supervision of Seller; provided, further, that Seller's supervision does not unduly delay any such Buyer investigation. O-I and Seller will use its their commercially reasonable best efforts to cause its Subsidiaries, officers, directors, employees and Representatives to, afford the their officers, employees, auditors accountants and other Representatives of the Buyer reasonable accessagents to furnish to Buyer, consistent at O-I's expense, such additional financial and operating data, tax information, books and records, contracts, documents and other information with applicable Law and subject respect to the Buyer’s compliance with data privacy laws, to Company and its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Business Subsidiaries as the Buyer, through its officers, employees or other Representatives and financing sources (and their respective Representatives, ) may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and Businessrequest. (b) The During the period commencing on the date hereof and ending on the Closing Date, upon Buyer's reasonable written request and notice, Seller shall use its commercially reasonable best efforts to provide access to, and assist Buyer in contacting the suppliers, customers or technology partners of the Company or the Subsidiaries in connection with or pertaining to any subject matter of this Agreement. (c) Buyer will hold (i) hold, and will cause its respective partners, directors, officers, employees and representatives of its legal, accounting and financial advisors and other representatives and Affiliates (the "Representatives") to hold, any nonpublic information obtained pursuant to Section 5.1(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement dated April 3, 2004, between Xxxxxx Packaging Holdings Company and O-I (the "Confidentiality Agreement") and (ii) comply, and will cause its Representatives to comply, with the provisions of the Confidentiality Agreement applicable to them. Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, the terms (A) Buyer may contact Seller's customers to inform customers of which are incorporated herein by reference, this Agreement and to explain the extent any such nonpublic information of transaction only if Seller is extended the Company opportunity to participate in the contact and (B) Buyer and its Subsidiaries is not related Representatives shall be entitled to distribute information to potential sources of Financing so long as such sources agree to customary confidentiality undertakings in connection with the Businessarrangement and syndication of financing. Notwithstanding the foregoing, the Buyer will upon the written request of the Seller use its commercially reasonable efforts nothing in this Agreement shall limit Buyer's ability to destroy all tangible items containing any such nonpublic information. (c) No such investigation under this Section 5.1 by the Buyer shall affect the representations and warranties of the Company and its Subsidiaries herein. (d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order contact Seller's customers unilaterally for the Company to prepare audited financial statements, purposes of (x) selling Buyer's products in the ordinary course of Buyer's business or (y) negotiating contingent terms between Buyer and Seller's customers for a period sale of seven (7) years products after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date relating to the Business for periods prior to the Closing and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records.

Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this AgreementAgreement pursuant to its terms, upon reasonable prior written notice, the Company and its Subsidiaries shall, and shall use its reasonable best efforts to cause its Subsidiaries, their respective officers, directors, employees employees, auditors and other Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable Law and subject to the Buyer’s compliance with data privacy lawsLaw, at all reasonable times to its officers, employees, auditors, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the BusinessAssumed Liabilities, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Business Assumed Liabilities as the Buyer, through its officers, employees employees, auditors or other Representatives, may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and Businessthe Assumed Liabilities. (b) The Buyer will hold any nonpublic information obtained it obtains pursuant to Section 5.1(a) this Agreement and any Related Agreements to which it is a party in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and to the extent any such nonpublic information of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any such nonpublic information. (c) No such investigation under this Section 5.1 6.1 by the Buyer shall affect the representations and warranties of the Company and its Subsidiaries herein. (d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statementsstatements and Tax Returns, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer relating to any period beginning on or after the Closing or for any other reasonable purpose, including to prepare audited financial statementsstatements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) which are in its possession or control as of the date hereof or as of the Closing Date relating and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.

Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, and use its reasonable best efforts to cause its and its Subsidiaries, ’ officers, directors, directors and employees and Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable Law and subject to the Buyer’s compliance with data privacy lawsLaw, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case Records relating to the Transferred Assets Assets, the Business and the BusinessTransferred Subsidiaries, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Business as the Buyer, through its officers, employees or other Representatives, may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets Business. At the request of the Buyer, the Company shall, and shall cause its Subsidiaries, to take all reasonable actions to facilitate contact, including arranging meetings, between the Buyer or its Representatives and the customers and suppliers of the Business. (b) Promptly following execution of this Agreement, the parties shall establish a transition planning team (the “Transition Team”) to be led by Xxxx Xxxxxxxx (the “Leader”), of the Buyer, and comprised of 3 representatives of the Buyer and 1 representative of the Company, who shall be Xxxxx Xxxxxx. The Transition Team shall be responsible for, subject to the oversight of the Leader, facilitating a transition and integration planning process designed to ensure the efficient transfer of the Business to the Buyer, which shall include taking, or causing to be taken, those actions specified in Section 5.1(b) of the Company Disclosure Schedule. To the extent the actions set forth in Section 5.1(b) of the Company Disclosure Schedule, or any other actions identified by the Transition Team, are not accomplished prior to the Closing Date, the Company and the Buyer shall agree upon a commercially reasonable arrangement in order to ensure that such actions are completed promptly following the Closing. (c) The Buyer agrees that all communications by the Buyer to any Business Employees currently employed by the Company or the Transferred Subsidiaries shall be coordinated through the Company’s representative on the Transition Team, unless the Company shall otherwise consent (such consent not to be unreasonably withheld). (d) The Buyer will hold hold, and will use its reasonable best efforts to cause its officers, employees and other Representatives to hold, any nonpublic information obtained pursuant to Section 5.1(a) in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and to the extent any such nonpublic information of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any such nonpublic information. (ce) No such investigation under this Section 5.1 by the Buyer shall affect the representations and warranties of the Company and its Subsidiaries herein. (d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statements, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records. (e) In order to facilitate the resolution of any claims made against or incurred by the Buyer after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date relating to the Business for periods prior to the Closing and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records.