Common use of Access to Information; Confidentiality Agreement Clause in Contracts

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying Entities, and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's Representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between (a) From the date hereof and until the Effective Time, the Company shall (a) will give each of the Buying EntitiesBuyer, and their respective its counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiariesthe Subsidiaries of the Company, (b) will furnish to Buyer's Representatives , its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (c) will instruct the Company's employees, counsel and counsel, financial advisors and independent auditors to fully cooperate with the Buying Entities Buyer in their its investigation of the business of the Company and its Subsidiariesthe Subsidiaries of the Company; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial an executive officer of the Company or such person or persons as he shall designateCompany; and provided further that any information and documents received by any of the Buying Entities Buyer or Buyer's Representatives (whether furnished before or after the date of this Agreement) its representatives shall be held in strict confidence in accordance with remain subject to the Confidentiality Agreement dated April 20December 3, 1998 between Reckson Buyer and the Company (the "Reckson Confidentiality Agreement"). (b) The Company shall confer on a regular and frequent basis with one or more designated representatives of Buyer to report operational matters of materiality, the general status of ongoing operations and such other matters as Buyer may reasonably request. (c) The parties hereto agree that the Confidentiality Agreement dated May 20shall be hereby amended to provide that any provision therein which in any manner limits, 1998 between Crescent (restricts or prohibits the "Crescent Confidentiality Agreement" and, together voting or acquisition of Shares by Buyer or any of its affiliates or the representation of Buyer's designees on the Company's Board of Directors or which in any manner would be inconsistent with this Agreement or the Reckson Confidentiality Agreementtransactions contemplated hereby shall be amended as of the date hereof to permit the acquisition of Shares pursuant to the Offer and the Merger, the "voting of Shares at the Company Stockholder Meeting or to otherwise affect the transactions contemplated hereby. The Confidentiality Agreements"), which Agreement shall otherwise remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4effect.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each Subject to applicable Law and any confidentiality arrangements in favor of any third party, the Buying EntitiesSeller shall, and their respective counselshall cause the Company to, financial advisors, auditors afford the Investor and other authorized representatives (collectively, "Buyer's Representatives"), its Representatives reasonable access upon reasonable advance request by the Investor and during normal business hours during the period prior to the offices, earlier of the Closing and the termination of this Agreement to (i) all their respective properties, books assets, books, records, agreements, permits, documents, information, officers and records of employees (in each case, excluding, without limiting the Company foregoing, information and its Subsidiaries, materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (bii) furnish to Buyer's Representatives such additional financial and operating data and other information regarding the Company (or copies thereof) as the Investor may from time to time reasonably request; provided that the Investor and its Representatives shall conduct any such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors activities in such a manner as not to fully cooperate interfere with the Buying Entities in their investigation of or disrupt the business or operations of the Company and its Subsidiaries; provided that . (b) The Investor shall hold, and shall direct its Subsidiaries and Affiliates and its and their Representatives to hold, any and all requests for information, to visit plants or facilities or to interview non-public information received from the Company's employees or agents should be directed to Seller and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's their Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence confidential in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and terms of the Company (the "Reckson Confidentiality Agreement". (c) and The Seller hereby consents under the Confidentiality Agreement dated May 20, 1998 between Crescent (to all actions by the "Crescent Confidentiality Agreement" and, together with Investor and its Affiliates and its and their respective Representatives to the Reckson extent contemplated by the Transaction Documents. Notwithstanding anything else in the Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything in any other Transaction Document to the contrary in this Agreementcontrary, neither the Company nor any of Investor and its Subsidiaries shall be required Affiliates are hereby permitted to disclose any information Confidential Information (as defined in the Confidentiality Agreement) to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company Representative or any Related Investment Fund, in each case, of the Investor and its Subsidiaries Affiliates (it being understood that such Representatives and Related Investment Funds shall have been advised of the Confidentiality Agreement and shall have been instructed to comply with the provisions thereof applicable to Representatives) and such Persons shall be deemed to constitute approved Representatives under the Confidentiality Agreement, and the Investor and its Affiliates and its and their respective Representatives shall be permitted to have discussions and negotiations and enter into agreements, arrangements or understandings with any Related Investment Fund in connection with the Transaction Documents and the transactions contemplated thereby. The parties hereto agree that the Investor’s Affiliate party to the Confidentiality Agreement is a an express third party beneficiary of this Section 5.03(c). The Confidentiality Agreement shall terminate and be of no further force or to which effect from and following the Company or any of its Subsidiaries is subject. SECTION 5.4Closing.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between (1) From the date hereof until the earlier of the Effective Time and the Effective Timetermination of this Agreement, subject to compliance with applicable Law and the terms of any Contract of the Company or its subsidiaries, the Company shall shall: (a) give each of to the Buying Entities, Purchaser and their respective counsel, financial advisors, auditors and other authorized its representatives (collectively, "Buyer's Representatives"), including its financing sources) reasonable access during normal business hours to the offices, propertiesproperties (including for the purpose of conducting environmental assessments and investigations), books and records records, including correspondence with regulators and work papers, of the Company and its Subsidiaries, subsidiaries; and (b) furnish to Buyer's Representatives the Purchaser and its representatives (including its financing sources) such financial and operating data and other information as such Persons persons may reasonably request request. (2) Any investigation pursuant to this Section 7.4 shall be conducted during normal business hours and (c) instruct the Company's employees, counsel and financial advisors in such manner as not to fully cooperate interfere unreasonably with the Buying Entities in their investigation conduct of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview subsidiaries. Neither the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company Purchaser nor any of its Subsidiaries representatives shall be required to disclose any information to any Buying Entity contact officers or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which employees of the Company or any of its Subsidiaries is a party subsidiaries except after prior approval of Mxxxxx Xxxxxxx, Vice President, Legal Services and Corporate Secretary, which approval shall not be unreasonably withheld, conditioned or delayed. (3) Notwithstanding Section 7.4(1) or any other provision of this Agreement, the Company shall not be obligated to provide access to, or to which disclose, any information to the Purchaser if the Company reasonably determines that such access or disclosure would violate applicable Law or jeopardize any attorney-client privilege claim by the Company or any of its Subsidiaries subsidiaries; provided that the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege. (4) For greater certainty, the Purchaser Parties shall treat, and shall cause their respective representatives to treat, all information furnished to them or any of such representatives (including the Lenders and any of their representatives or advisors or any Purchaser Party) in connection with the transactions contemplated by this Agreement or pursuant to the terms of this Agreement (including information furnished pursuant to Section 7.8) in accordance with the terms of the Confidentiality Agreement; provided that the Purchaser shall be entitled to provide such information to its Lenders and investors in its debt financing and their respective representatives and rating agencies, subject to the confidentiality conditions set forth in the Confidentiality Agreement. Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that the Company Disclosure Letter and all information contained in it is subjectconfidential and shall be treated in accordance with the terms of the Confidentiality Agreement. SECTION 5.4However, nothing contained herein shall limit the ability of any person to disclose such information as is required by Law to any Taxing Authority.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice(a) Subject to applicable Law, between the date hereof Confidentiality Agreement, the Clean Team Agreement and the Effective Timeany confidentiality arrangements in favor of any third party, the Company shall, and shall (a) give cause each of its Subsidiaries to, afford the Buying Entities, Apollo Investors and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), Representatives reasonable access upon reasonable advance request by the Apollo Investors and during normal business hours during the period prior to the officesearlier of the Closing and the termination of this Agreement to all their respective properties (for the avoidance of doubt, propertiessuch access shall not include any intrusive environmental sampling or testing activities), books assets, books, records, agreements, permits, documents, information, officers and records employees (in each case, excluding information and materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws, and excluding information and materials which the Company in good xxxxx xxxxx of a competitively sensitive nature); provided that the Apollo Investors and their Representatives shall conduct any such activities in such a manner as not to interfere with or disrupt the business or operations of the Company and its Subsidiaries, . (b) furnish Each Investor shall hold, and shall direct its Subsidiaries and Affiliates and its and their Representatives to Buyer's Representatives such financial hold, any and operating data and other all non-public information as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of received from the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to Subsidiaries and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; its and provided further that any information and documents received by any of the Buying Entities or Buyer's their Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence confidential in accordance with the terms of the Confidentiality Agreement dated April 20and the Clean Team Agreement if such Investor is party thereto. (c) Each Investor agrees to be bound by the Confidentiality Agreement to the same extent as ACM thereunder and each Investor agrees that the term of the Confidentiality Agreement shall be extended, 1998 with respect to each Investor, to the date on which such Investor ceases to hold any Preferred Shares or Conversion Shares. Notwithstanding anything else in the Confidentiality Agreement, this Agreement or in any other Transaction Document (other than, in the case of Competitively Sensitive Information, the Clean Team Agreement if such Investor is party thereto) to the contrary, ACM and each Investor are hereby permitted to disclose Evaluation Material (as defined in the Confidentiality Agreement) to (i) their respective Related Investment Parties and its and their Representatives, (ii) any Person in connection with such Investor’s syndication efforts and (iii) any other Person in connection with any actual or proposed Transfer of Preferred Shares (or Conversion Shares) in accordance with the terms of this Agreement (it being understood that, if such Related Investment Party or other Persons is not already bound by a customary confidentiality obligation between Reckson such Investor and such other Person, shall have executed a customary “back-to-back” confidentiality agreement or joinder to the Confidentiality Agreement and the Company (shall be an express third-party beneficiary entitled to enforce the "Reckson Confidentiality Agreement") terms of the confidentiality agreement or joinder against such Related Investment Party or other Person and such Investor shall be responsible for any breaches of the Confidentiality Agreement dated May 20by any recipients from such Investor) and each Investor, 1998 between Crescent ACM and their respective Affiliates and their and their respective Representatives shall be permitted to have discussions and negotiations and enter into agreements, arrangements or understandings with any Person described in clauses (i), (ii) or (iii) above in connection with the "Crescent Transaction Documents, the transactions contemplated thereby, such Investor’s syndication efforts or otherwise in connection with any actual or proposed Transfer of Preferred Shares (or Conversion Shares) in accordance with the terms of this Agreement. The parties hereto agree that ACM is an express third party beneficiary of this Section 5.03(c) and each waiver to, or amendment of, the Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. (a) Upon reasonable advance notice, between the date hereof each of Parent and the Effective Time, the Company shall (aand shall cause its Subsidiaries to) give each of afford to the Buying Entitiesofficers, and their respective employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives (collectively, "Buyer's “Representatives"), ”) of the other party reasonable access during normal business hours hours, during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments, records, officers and records employees and, during such period, each of Parent and the Company shall (and shall cause its SubsidiariesSubsidiaries to) furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of U.S. federal or state securities laws or any other Regulatory Law, as applicable (other than documents that such party is not permitted to disclose under applicable law), and (b) furnish to Buyer's Representatives such financial and operating data and all other information concerning it and its business, finances, properties and personnel as such Persons other party may reasonably request and (c) instruct the Company's employeesrequest; provided, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of however, that either Parent or the Company may restrict the foregoing access to the extent that (i) any law, treaty, rule or regulation of any Governmental Authority applicable to it or any contract requires it or its Subsidiaries to restrict or prohibit access to any such properties or information or (ii) the information is subject to confidentiality obligations to a third party. Each of Parent and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that will hold any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of obtained pursuant to this Agreement) shall be held Section 7.3 in strict confidence in accordance with the Confidentiality and Exclusivity Agreement dated April 20September 5, 1998 2007 between Reckson and the Company and Parent. Any investigation by either Parent or the Company shall not affect the representations and warranties of the other. (b) The Company hereby waives the "Reckson Confidentiality Agreement") and provisions of the Confidentiality Agreement dated May 20as and to the extent necessary to permit the consummation of the Merger and the transactions contemplated by this Agreement. At the Effective Time, 1998 between Crescent the Confidentiality Agreement shall be deemed to have terminated without further action by the parties thereto. If this Agreement is terminated, each party shall return to the other party or destroy any documents furnished by the other party and all copies thereof any of them may have made and will hold in confidence any information obtained from the other party except to the extent (the "Crescent Confidentiality Agreement" and, together a) such party is required to retain or disclose such information by applicable Law or such retention or disclosure is necessary in connection with the Reckson Confidentiality Agreementpursuit or defense of a claim, (b) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure or (c) such information becomes generally available to the "Confidentiality Agreements"public other than by breach of this Section 7.3(b), which shall remain in full force and effect . Prior to any disclosure of information pursuant to the terms thereofexception in clause (a) of the preceding sentence, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required party intending to disclose any such information shall so notify the party that provided such information in order that such party may seek a protective order or other appropriate remedy should it choose to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4do so.

Access to Information; Confidentiality Agreement. (a) Upon reasonable advance notice, between the date hereof and the Effective Time, the Company ABC and NACO shall (ai) give each of the Buying Entities, to one another and their respective to one another's counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), ) reasonable access during normal business hours --------------- to the offices, properties, its and its Subsidiaries books and records of the Company and its Subsidiariesrecords, (bii) furnish to Buyerone another and to one another's Representatives such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's their respective key management employees, counsel and financial advisors to fully cooperate with the Buying Entities one another in their investigation respective investigations of the business of the Company NACO and its SubsidiariesABC; provided that all requests for information, to visit plants or facilities information or to interview the CompanyABC's or NACO's key management employees or agents should be directed to and coordinated with the chief financial legal officer of ABC and the Company chief legal officer of NACO, respectively, or such person or persons as he each such officer shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's NACO, ABC and their respective Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 in effect as of the date hereof between Reckson ABC and the Company NACO (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect -------------------------- pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement Agreement, the termination hereof or the termination hereofClosing. Notwithstanding anything to the contrary in this Agreement, neither the Company NACO nor any of its Subsidiaries ABC shall be required to disclose any information to any Buying Entity the other or the Buyer other's Representatives if doing so would violate any agreement, law, rule or regulation to which the Company NACO or ABC or any of its their respective Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4. (b) NACO and ABC hereby agree that the Confidentiality Agreement and the Mutual Exclusivity Agreement dated August 6, 1998 between ABC and NACO are each hereby amended to provide that any provision therein which in any manner would be inconsistent with this Agreement or the transactions contemplated hereby shall terminate as of the date hereof; provided, however, that such provisions of the Confidentiality Agreement and such Mutual Exclusivity Agreement will be reinstated in the event that this Agreement is terminated.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying EntitiesThe Partnership shall afford to Parent, and their respective to Parent’s officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives (collectivelyrepresentatives, "Buyer's Representatives"), reasonable access during normal reasonable business hours during the period prior to the offices, Effective Time to (i) all of the Partnership’s and each Subsidiary’s properties, books, contracts, commitments, personnel and records and other information and business documents, (ii) by appointment, the Partnership’s accountants and (iii) the premises of the Partnership and each Subsidiary for the purpose of inspecting the books and records of the Company Partnership and each Subsidiary, provided that access to the premises shall be permitted only with the prior consent of the Partnership (which consent shall not be unreasonably withheld or delayed). The Partnership shall have the right to have a representative present at all times of any such inspections, interviews and communications conducted by Parent or its Subsidiaries, representatives. (b) furnish to Buyer's Representatives such financial and operating data and other information as such Persons may reasonably At Parent’s request and cost, the Partnership and the Subsidiaries shall (i) obtain surveys, title commitments and policies, engineering reports, environmental reports, and appraisals with respect to the Partnership Real Property, and (ii) provide Parent reasonable access to the Partnership Real Property, and all documents and information regarding the Partnership Real Property. Parent and Purchaser shall use reasonable efforts not to interfere with, interrupt or disrupt the operation of any tenant’s business on the Partnership Real Property and, such access by Parent, Purchaser or their agents, contractors and representatives shall be subject to the rights of tenant and the restrictions on the Partnership’s (or applicable Subsidiary’s) access to the Partnership Owned Property set forth in the Partnership Leases. Parent and Purchaser shall not permit any construction, mechanic’s or materialman’s liens or any other liens to attach to the Partnership Real Property or any portion thereof by reason of the performance of any work or the purchase of any materials by Parent, Purchaser or any other party in connection with any studies or tests conducted pursuant to this Section. Parent and Purchaser shall give reasonable notice to the Partnership prior to entry onto the Partnership Real Property and shall permit the Partnership to have a representative present during all investigations and inspections conducted with respect to the Partnership Real Property. Parent and Purchaser shall take all reasonable actions and implement all reasonable protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Partnership Real Property, and all equipment, materials and substances generated, used or brought onto the Partnership Real Property pose no threat to the safety of persons or the environment and cause no damage to the Partnership Real Property, any tenant or other persons. Parent and Purchaser shall indemnify, defend and hold the Partnership harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses and expenses (including attorneys’ fees and costs) incident to, resulting from or in any way arising out of any of Parent’s, Purchaser’s or their agents’, contractors’ or representatives’ activities on the Partnership Real Property or from Parent’s or Purchaser’s breach of their obligations or agreements under this Section, excluding, however, any liability arising from the discovery or disclosure of any condition. The cost of obtaining any reports or surveys shall be borne exclusively by Parent and Purchaser. (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after Between the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality AgreementClosing Date, the "Confidentiality Agreements")Partnership will cooperate with Parent to arrange meetings with such tenants under Partnership Leases as Parent may, from time to time, reasonably request. Parent shall not contact any tenants under Partnership Leases without the prior consent of the Partnership, which consent will not be unreasonably withheld or delayed. (d) Parent shall remain in full force and effect notify the Partnership promptly of any facts, information, documentation or materials which come to Parent’s or Purchaser’s attention during the course of its review pursuant to this Section that lead Parent to believe that any of the terms thereof, notwithstanding Partnership’s representations or warranties herein are inaccurate or incomplete. (e) Neither any investigation conducted by Parent or its representatives pursuant to this Section 6.05 nor the execution and delivery results thereof shall affect any representation or warranty of the Partnership contained in this Agreement or the termination hereofability of Parent or Purchaser to rely thereon. (f) All information exchanged pursuant to this Section 6.05 shall be subject to the confidentiality agreement dated August 12, 2003, between the Partnership and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein or in the Confidentiality Agreement to the contrary contrary, (i) the parties may make such disclosure as is reasonably necessary to comply with applicable securities laws, and (ii) the parties (and each employee, representative or agent of the parties hereto) may disclose to any and all persons, without limitation of any kind, the tax treatment (as defined in this AgreementTreasury Regulation § 1.6011-4) and tax structure (as defined in Treasury Regulation § 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to the parties hereto relating to such tax treatment or tax structure, neither provided that, in the Company nor case of any materials that contain information other than the tax treatment or tax structure of its Subsidiaries shall be required to disclose the transactions contemplated hereby (including, but not limited to, any information relating to the pricing or any Buying Entity cost of the transactions contemplated hereby or the Buyer Representatives if doing so would violate identity of any agreementparty to the transactions contemplated hereby), law, rule this clause (ii) shall apply to such materials only to the extent that such materials contain the tax treatment or regulation tax structure of the transactions contemplated hereby and the parties hereto shall take all action necessary to which prevent the Company or any disclosure of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4such other information as otherwise provided herein.

Access to Information; Confidentiality Agreement. (a) Upon reasonable advance notice, between the date hereof and the Effective TimeClosing Date, the Company shall (ai) give each of the Buying EntitiesParent, and their its respective counsel, financial advisors, auditors and other authorized representatives (collectively, "BuyerParent's -------- Representatives"), ) reasonable access during normal business hours to the offices, --------------- properties, books and records of the Company and its Subsidiaries, (bii) furnish to BuyerParent's Representatives such financial and operating data and other information relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Parent in their its investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further -------- that any information and documents received by any Parent or Parent's ---- Representatives (whether furnished before or after the date of this Agreement) shall be held in accordance with the Confidentiality Agreement dated May 5, 2000 between Parent and the Company (the "Confidentiality Agreement"), which shall ------------------------- remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof, until the Effective Time. (b) Upon reasonable advance notice, between the date hereof and the Closing Date, Parent shall (i) give Company, its respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Company's --------- Representatives") reasonable access during normal business hours to the offices, --------------- properties, books and records of Parent and its Subsidiaries, (ii) furnish to Company's Representatives such financial and operating data and other information relating to Parent, its Subsidiaries and their respective operations as such Persons may reasonably request and (iii) instruct Parent's employees, counsel and financial advisors to cooperate with the Company in its investigation of the Buying Entities business of Parent and its Subsidiaries; provided that any -------- ---- information and documents received by the Company or Buyerthe Company's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to , until the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4Effective Time.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company ARC and AmDoc shall (ai) give each of the Buying Entities, to one another and their respective to one another's counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), ) reasonable access during normal business hours to the offices, properties, its and its Subsidiaries books and records of the Company and its Subsidiariesrecords, (bii) furnish to Buyerone another and to one another's Representatives such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's their respective key management employees, counsel and financial advisors to fully cooperate with the Buying Entities one another in their investigation respective investigations of the business of the Company AmDoc and its SubsidiariesARC; provided that all requests for information, to visit plants or facilities information or to interview the CompanyARC's or AmDoc's key management employees or agents should be directed to and coordinated with the chief financial executive officer of ARC and the Company chief executive officer of AmDoc, respectively, or such person or persons as he each such officer shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's AmDoc, ARC and their respective Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20as of December ___, 1998 1999, as amended, between Reckson ARC and the Company AmDoc (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement Agreement, the termination hereof or the termination hereofClosing. Notwithstanding anything to the contrary in this Agreement, neither the Company AmDoc nor any of its Subsidiaries ARC shall be required to disclose any information to any Buying Entity the other or the Buyer other's Representatives if doing so would violate any agreement, law, rule or regulation to which the Company AmDoc or ARC or any of its their respective Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. Upon (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company's Subsidiaries is a party (in which case the Company shall use all commercially reasonable advance noticeefforts to provide acceptable alternative arrangements, between not in violation of such agreement or arrangement, for disclosure to Parent or its advisors) or pursuant to applicable law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules the Company is required to comply, from the date hereof and of this Agreement to the Effective Time, the Company shall (aand shall direct its Subsidiaries to) give each of the Buying Entities(i) provide to Parent (and its officers, and their respective directors, employees, accountants, consultants, legal counsel, financial advisors, auditors agents and other authorized representatives (collectively, "Buyer's Representatives"), ) access at reasonable access times during normal business hours in a manner so as not to unreasonably disrupt the officesordinary course of business upon prior written notice to its and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the books and records of thereof, and (ii) furnish promptly to Parent all information concerning the Company Company's and its Subsidiaries' businesses, (b) furnish to Buyer's Representatives such prospects, properties, liabilities, results of operations, financial condition, product evaluations and operating testing, pilot studies, clinical data and other information studies and evaluations, patient results, regulatory compliance, officers, employees, third party physicians and clinical investigators, consultants, distributors, customers, suppliers, and others having material dealings with the Company as such Persons Parent may reasonably request and (c) instruct reasonable opportunity to contact and obtain information A-23 24 from such officers, employees, investigators, consultants, distributors, customers, suppliers, and others having dealings with the Company as Parent may reasonably request. Subject to the foregoing provisions, the Company's employeesobligation to afford access and provide information pursuant to the preceding sentence shall include such access and information as Parent shall reasonably deem necessary to enable Parent, counsel or a third party designated by Parent and financial advisors approved by the Company, to fully cooperate with the Buying Entities in their investigation conduct a reasonable audit of the business of the Company Company's and its Subsidiaries; provided that all requests for information' product performance and quality, to visit plants or facilities or to interview pilot studies, clinical data and results, patient results, compliance with FDA regulations, policies and procedures, relations and dealings with third party physicians and other clinical investigators and consultants, and related performance and compliance matters concerning the Company's employees or agents should be directed and its Subsidiaries' products. During the period from the date hereof to the Effective Time, the parties shall in good faith meet and coordinated with correspond on a regular basis for mutual consultation concerning the chief financial officer conduct of the Company or such person or persons as he shall designate; Company's and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) its Subsidiaries' businesses and, in connection therewith, Parent shall be held entitled to be kept informed concerning, the Company's and its Subsidiaries' operations and business planning. No investigation conducted pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty made in strict this Agreement or modify or expand the conditions to closing set forth in Article VI. Nothing in this Agreement will require disclosure prior to the Effective Time of minutes, reports, or documents related to the Special Committee. (b) Parent and each of its employees and other representatives shall hold in confidence all such nonpublic information as required and in accordance with the Confidentiality Agreement dated April 20, 1998 confidentiality agreement between Reckson Parent and the Company dated April 26, 2000 (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between (a) From the date hereof until the earlier of the Effective Time and the Effective Timetermination of this Agreement, upon reasonable written notice (i) the Company shall, and shall cause its subsidiaries and their respective Representatives to, afford to Purchaser, Hydrogen Company, and their Representatives such access as they may reasonably require (during regular business hours and at mutually agreed times) for the purpose of facilitating integration business planning and the Pre-Acquisition Reorganization to their officers, employees, agents, properties, Books and Records and Contracts and (ii) the Company shall furnish Purchaser and Hydrogen Company with all data and information as they may reasonably request for such purposes; provided that the provision of information pursuant to clauses (ai) give each and (ii) does not on the advice of counsel: (A) violate any Law, including any antitrust or competition Law, fiduciary duty, Order, Contract or Permit applicable to the Company or its subsidiaries, or (B) jeopardize any solicitor/attorney-client or other legal privilege. The Parties acknowledge and agree that information and access furnished to Purchaser and its Representatives pursuant to this Section 8.4 shall be subject to the terms and conditions of the Buying Entities, Confidentiality Agreement and their respective counsel, financial advisors, auditors that information and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours furnished to the offices, properties, books and records of the Hydrogen Company and its Subsidiaries, Representatives shall be subject to the terms and conditions of the Hydrogen Company Confidentiality Agreement and all applicable antitrust and competition laws. (b) furnish to Buyer's Representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct Purchaser acknowledges that the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation provisions of the business Confidentiality Agreement shall continue to apply notwithstanding the execution of this Agreement by the Company and its Subsidiaries; provided that all requests for information, to visit plants Parties or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date announcement of this Agreement) shall be held in strict confidence in accordance with . Each of Parent and Purchaser acknowledges that Purchaser and Parent are “affiliates” pursuant to the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall that their affiliates will be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4treated as “affiliates” thereunder.

Access to Information; Confidentiality Agreement. (a) Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (ai) give each of the Buying Entitiesprovide to Reckson's prospective lenders, and their respective counsel, financial advisors, auditors such lenders' accountants and other authorized representatives counsel (collectively, the "Buyer's RepresentativesLenders"), for the sole purposes of conducting customary diligence in connection with their obtaining the Financing, reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (bii) furnish to Buyer's Representatives the Lenders such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Lenders in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants properties or facilities or to interview the Company's employees or agents should be in writing and directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of Reckson or the Buying Entities or Buyer's Representatives Lenders (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity Reckson or the Buyer Representatives Lenders if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. (b) Upon reasonable advance notice, between the date hereof and the 45th day from the date hereof (except that with respect to specific inquiries and specific areas of inquiry as to which Reckson has not reasonably cooperated in responding, until Reckson has reasonably responded to such inquiries) (the "Access Limitation Date"), the Buying Entities shall (i) give the Company, and its counsel, financial advisors, auditors and other authorized representatives (collectively, the "Company's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of Reckson and its Subsidiaries, (ii) furnish to the Company's Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct Reckson's employees, counsel and financial advisors to fully cooperate with the Company in its investigation of the business of Reckson and its Subsidiaries; provided that (i) all requests for information, to visit plants or facilities or to interview Reckson employees or agents should be in writing and directed to and coordinated with the chief financial officer of Reckson or such person or persons as he shall designate and (ii) that any request for such information shall be limited to information available without undue hardship; and provided further that any information and documents received by the Company or the Company's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence to the same extent as Reckson is obligated to hold such information relating to the Company under the Reckson Confidentiality Agreement. SECTION 5.4Following the Access Limitation Date and until the Effective Time, the Buying Entities shall provide to the Company information concerning the Buying Entities' aggregate operations and any matters which might have a Material Adverse Effect on Reckson, reasonably requested by the Company so long as doing so does not disrupt or interfere with the conduct of the Buying Entities' normal operations; provided, that, any such request for information shall be made in writing to the chief financial officer of Reckson and shall be limited to information available without undue hardship; and provided further that without the consent of the chief financial officer of Reckson no employee or representative of the Company (including any of its accountants and advisors) shall be physically present at any of Reckson's properties or executive offices. Notwithstanding anything to the contrary herein, Reckson shall provide after the Access Limitation Date any material requested by the Company or the Company's Representatives that is reasonably related to the material supplied before the Access Limitation Date as is reasonably requested by the Company or the Company's Representatives. Notwithstanding anything to the contrary in this Agreement, neither Reckson nor any of its Subsidiaries shall be required to disclose any information to this Company or the Company's Representatives if doing so would violate any agreement, law, rule or regulation to which Reckson or any of its Subsidiaries is a party or to which Reckson or any of its Subsidiaries is subject.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof (a) Subject to applicable Law and the Effective Timeany confidentiality arrangements in favor of any third party, the Company shall, and shall (a) give cause each of its Subsidiaries to, afford the Buying Entities, Investor and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), its Representatives reasonable access upon reasonable advance request by the Investor and during normal business hours during the period prior to the offices, earlier of the Closing and the termination of this Agreement to (i) all their respective properties, books assets, books, records, agreements, permits, documents, information, officers and records of employees (in each case, excluding, without limiting the Company foregoing, information and its Subsidiaries, materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (bii) furnish to Buyer's Representatives such additional financial and operating data and other information regarding the Company (or copies thereof) as the Investor may from time to time reasonably request; provided that the Investor and its Representatives shall conduct any such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors activities in such a manner as not to fully cooperate interfere with the Buying Entities in their investigation of or disrupt the business or operations of the Company and its Subsidiaries; provided that . (b) The Investor shall hold, and shall direct its Subsidiaries and Affiliates and its and their Representatives to hold, any and all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of non-public information received from the Company or such person or persons as he shall designate; and provided further that any information its Subsidiaries and documents received by any of the Buying Entities or Buyer's its and their Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence confidential in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and terms of the Company (the "Reckson Confidentiality Agreement". (c) and The Company hereby consents under the Confidentiality Agreement dated May 20, 1998 between Crescent (to all actions by the "Crescent Confidentiality Agreement" and, together with Investor and its Affiliates and its and their respective Representatives to the Reckson extent contemplated by the Transaction Documents. Notwithstanding anything else in the Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything in any other Transaction Document to the contrary in this Agreementcontrary, neither the Company nor any of Investor and its Subsidiaries shall be required Affiliates are hereby permitted to disclose any information Confidential Information (as defined in the Confidentiality Agreement) to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company Representative or any Related Investment Fund, in each case, of the Investor and its Subsidiaries Affiliates (it being understood that such Representatives and Related Investment Funds shall have been advised of the Confidentiality Agreement and shall have been instructed to comply with the provisions thereof applicable to Representatives) and such Persons shall be deemed to constitute approved Representatives under the Confidentiality Agreement, and the Investor and its Affiliates and its and their respective Representatives shall be permitted to have discussions and negotiations and enter into agreements, arrangements or understandings with any Related Investment Fund in connection with the Transaction Documents and the transactions contemplated thereby. The parties hereto agree that the Investor’s Affiliate party to the Confidentiality Agreement is a an express third party beneficiary of this Section 5.03(c). The Confidentiality Agreement shall terminate and be of no further force or to which effect from and following the Company or any of its Subsidiaries is subject. SECTION 5.4Closing.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective TimeClosing Date, the Company shall (ai) give each of the Buying EntitiesAlcatel, and their its respective counsel, financial advisors, auditors and other authorized representatives (collectively, "BuyerAlcatel's Representatives"), ) reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (bii) furnish to BuyerAlcatel's Representatives such financial and operating data and other information relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Alcatel in their its investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities Alcatel or BuyerAlcatel's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20October 1, 1998 1997, and the amendment thereto dated October 17, 1997, between Reckson Alcatel and the Company (as so amended, and after giving effect to the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreementlast sentence of this Section 7.4, the "Confidentiality AgreementsAgreement"), which shall remain in full force and effect pursuant to the terms thereofthereof (subject, however, to potential modifications of the Confidentiality Agreement set forth in Section 7.5 hereof), notwithstanding the execution and delivery of this Agreement or the termination hereofhereof until the Effective Time. Notwithstanding anything the foregoing, but, without prejudice to the contrary in rights and obligations of the parties under this Agreement, neither the Company nor any Confidentiality Agreement is hereby amended by deleting the second sentence of its Subsidiaries shall be required the language added by Amendment No.1, dated as of October 17, 1997, to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4Confidentiality Agreement.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof (a) Subject to applicable Law and the Effective Timeany confidentiality arrangements in favor of any third party, the Company shall, and shall (a) give cause each of its Subsidiaries to, afford the Buying Entities, Investor and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), its Representatives reasonable access upon reasonable advance request by the Investor and during normal business hours during the period prior to the offices, earlier of the Closing and the termination of this Agreement to (i) all their respective properties, books assets, books, records, agreements, permits, documents, information, officers and records of employees (in each case, excluding, without limiting the Company foregoing, information and its Subsidiaries, materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (bii) furnish to Buyer's Representatives such additional financial and operating data and other information regarding the Company (or copies thereof) as the Investor may from time to time reasonably request; provided that the Investor and its Representatives shall conduct any such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors activities in such a manner as not to fully cooperate interfere with the Buying Entities in their investigation of or disrupt the business or operations of the Company and its Subsidiaries; provided that . (b) The Investor shall hold, and shall direct its Subsidiaries and Affiliates and its and their Representatives to hold, any and all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of non-public information received from the Company or such person or persons as he shall designate; and provided further that any information its Subsidiaries and documents received by any of the Buying Entities or Buyer's its and their Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence confidential in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and terms of the Company (the "Reckson Confidentiality Agreement". (c) and The Company hereby consents under the Confidentiality Agreement dated May 20, 1998 between Crescent (to all actions by Investor and its Affiliates and its and their respective Representatives to the "Crescent extent contemplated by the Transaction Documents. The Company agrees that the Confidentiality Agreement" and, together with Agreement is hereby amended by removing the Reckson first and last sentences of Section 4 of the Confidentiality Agreement in their entirety. Notwithstanding anything else in the Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything in any other Transaction Document to the contrary in this Agreementcontrary, neither the Company nor any of its Subsidiaries shall be required CCM is hereby permitted to disclose any information Evaluation Material (as defined in the Confidentiality Agreement) to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company Representative or any Related Investment Fund, in each case, of CCM and its Subsidiaries Affiliates (it being understood that such Representatives and Related Investment Funds shall have been advised of the Confidentiality Agreement and shall have been instructed to comply with the provisions thereof applicable to Representatives) and such Persons shall be deemed to constitute approved Representatives of CCM, and CCM and its Affiliates and its and their respective Representatives shall be permitted to have discussions and negotiations and enter into agreements, arrangements or understandings with any Related Investment Fund in connection with the Transaction Documents and the transactions contemplated thereby. The parties hereto agree that CCM is a an express third party beneficiary of this Section 5.03(c) and each waiver to, or to which amendment of, the Company Confidentiality Agreement. The Confidentiality Agreement shall terminate and be of no further force or any of its Subsidiaries is subject. SECTION 5.4effect from and following the Closing.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying EntitiesBuyer, and their respective its counsel, financial advisors, auditors and other authorized representatives (collectively, "“Buyer's ’s Representatives"), ”) reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's ’s Representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the Company's ’s employees, counsel and financial advisors to fully cooperate with the Buying Entities Buyer in their its investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's ’s employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities Buyer or Buyer's ’s Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Confidentiality/Non-Disclosure Agreement dated April 20as of November 28, 1998 2005 between Reckson Buyer and the Company (the "Reckson “Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"”), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity Buyer or the Buyer Buyer’s Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice(a) Subject to the terms of the Confidentiality Agreement, between during the date hereof period commencing on the Agreement Date and terminating upon the earlier to occur of the Effective TimeTime or the termination of this Agreement pursuant to and in accordance with Article 7, upon reasonable notice and during normal business hours, Seller shall cause the Company, the Company shall (a) give each of the Buying Entities, Subsidiaries and their respective counselofficers, financial advisorsemployees, auditors and other agents to (i) afford the officers, employees, financing sources and authorized agents and representatives (collectively, "Buyer's Representatives"), of Purchaser reasonable access during normal business hours to the employees, offices, properties, and books and records of the Company and its Subsidiaries, the Company Subsidiaries and (bii) furnish to Buyer's Representatives the officers, employees, financing sources and authorized agents and representatives of Purchaser such additional financial and operating data and other information as such Persons may reasonably request regarding the assets, properties, goodwill and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and the Company Subsidiaries as Purchaser may from time to time reasonably request in order to assist Purchaser in fulfilling its Subsidiariesobligations under this Agreement, the Escrow Agreement and the Financing and to facilitate the consummation of the transactions contemplated hereby and thereby; provided provided, however, that all requests for information, to visit plants Purchaser shall not unreasonably interfere with any of the businesses or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer operations of the Company or such person or persons as he shall designate; any Company Subsidiary. (b) The parties to this Agreement hereby agree to be bound by and provided further that any information and documents received by any comply with the terms of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which are hereby incorporated into this Agreement by reference and shall remain continue in full force and effect until the Effective Time, such that the information obtained by any party to this Agreement, or its officers, employees, agents or representatives, during any investigation conducted pursuant to this Section 5.7, or in connection with the terms thereof, notwithstanding the negotiation and execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to consummation of the contrary in transactions contemplated by this Agreement and the Escrow Agreement, neither the Company nor any of its Subsidiaries or otherwise, shall be required to disclose any information to any Buying Entity or governed by the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which terms of the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4Confidentiality Agreement.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying Entities, and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's Representatives such financial and operating data and other information Except as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect required pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement any confidentiality agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity similar agreement or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation arrangement to which the Company or any of its Subsidiaries is a party or pursuant to which applicable law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to comply, from the date of this Agreement to the Effective Time, the Company or any of shall (and shall cause its Subsidiaries is subjectto) (i) provide to Parent (and its officers, directors, employees, affiliates, accountants, consultants, legal counsel, agents and other representatives (collectively, "Representatives'')) access at reasonable times during normal business hours upon prior written notice to its and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the books and records thereof, and (ii) furnish promptly such information concerning its and its Subsidiaries' business, properties, contracts, assets, liabilities and personnel as Parent or its Representatives may reasonably request. SECTION No investigation conducted pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty made in this Agreement. (b) The parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the confidentiality agreement between Parent and the Company made as of April 27, 2001 and amended by the Amendment to Mutual Confidentiality Agreement, dated January 14, 2002 (the "Confidentiality Agreement'') with respect to the information disclosed pursuant to this Section 5.4.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice(1) Subject to the restrictions imposed by any applicable Laws, between from the date hereof until the earlier of the Effective Time and the Effective Timetermination of this Arrangement Agreement, (a) the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to Parent and Acquireco and the officers, employees, agents and representatives of Parent and Acquireco such access as they may reasonably require at all reasonable times for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records, and Contracts, provide all data and information which Parent or Acquireco may reasonably request for this purpose which is reasonably available to the Company and otherwise co-operate with Parent’s review in this regard; and (b) without limiting the foregoing, during the period ending 7 business days from the date hereof, the Company shall, and shall (a) give each cause its subsidiaries to, afford to Parent and Acquireco, and the officers, employees, agents and representatives of Parent and Acquireco, access, as they or their legal advisors may reasonably require at all reasonable times in connection with Parent’s review and investigation of regulatory matters and the foreign operations of the Buying EntitiesCompany or its subsidiaries, to three members of management of the Company or its subsidiaries specified by Parent and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiariessubsidiaries, (b) furnish and to Buyer's Representatives such financial and operating provide all data and other information as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he its subsidiaries which Parent and Acquireco may reasonably request for this purpose and which is reasonably available to the Company, and to otherwise co-operate with Parent’s review and investigation in this regard. The Parties acknowledge and agree that information furnished pursuant to this Section 7.7 shall designate; be subject to the terms and provided further that any information and documents received by any conditions of the Buying Entities or Buyer's Representatives Confidentiality Agreement; (whether furnished before or after 2) Parent and Acquireco acknowledge that the date provisions of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant continue to the terms thereof, apply notwithstanding the execution and delivery of this Agreement by the Parties or the termination hereofannouncement of the Agreement. Notwithstanding anything The Company and its Board of Directors consents to, and waives, the provisions of section (i) of the letter of intent dated December 3, 2009 between the Company and Parent with respect to the contrary in this Agreement, neither consummation of the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4transactions contemplated herein.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice(a) Subject to the terms of the Confidentiality Agreement, between during the date hereof period commencing on the Agreement Date and terminating upon the earlier to occur of the Effective Time and the Effective Timetermination of this Agreement pursuant to and in accordance with Article 7, upon reasonable notice and during normal business hours, the Company shall (a) give each of the Buying Entitiesshall, and their respective counselshall cause the officers, financial advisorsemployees, auditors and other agents of the Company and each Company Subsidiary to (i) afford the officers, employees and authorized agents and representatives (collectively, "Buyer's Representatives"), of Parent reasonable access during normal business hours to the officers, employees, offices, properties, and books and records (including, but not limited to, Tax Returns and work papers of and correspondence with the Company’s independent auditors; provided that the foregoing is subject to Parent, Merger Sub and such other parties entering into any agreements reasonably required or requested by the accountants in connection with the provision of such work papers and correspondence), of the Company and its Subsidiaries, the Company Subsidiaries and (bii) furnish to Buyer's Representatives the officers, employees and authorized agents and representatives of Parent such additional financial and operating data and other information as such Persons may reasonably request regarding the assets, properties, goodwill and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and the Company Subsidiaries as Parent may from time to time reasonably request in order to assist Parent in fulfilling its Subsidiariesobligations under this Agreement and to facilitate the consummation of the transactions contemplated by this Agreement; provided provided, however, that all requests for information, to visit plants Parent shall not unreasonably interfere with any of the businesses or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer operations of the Company or such person or persons as he shall designate; any Company Subsidiary. (b) The parties to this Agreement hereby agree to be bound by and provided further that any information and documents received by any comply with the terms of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which are hereby incorporated into this Agreement by reference and shall remain continue in full force and effect until the Effective Time, such that the information obtained by any party to this Agreement, or its officers, employees, agents or representatives, during any investigation conducted pursuant to this Section 5.7, or in connection with the terms thereof, notwithstanding the negotiation and execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to consummation of the contrary in transactions contemplated by this Agreement, neither the Company nor any of its Subsidiaries or otherwise, shall be required to disclose any information to any Buying Entity or governed by the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which terms of the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4Confidentiality Agreement.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying EntitiesThe Partnership shall afford to Parent, and their respective to Parent's officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives (collectivelyrepresentatives, "Buyer's Representatives"), reasonable access during normal reasonable business hours during the period prior to the offices, Effective Time to (i) all of the Partnership's and each Subsidiary's properties, books, contracts, commitments, personnel and records and other information and business documents, (ii) by appointment, the Partnership's accountants and (iii) the premises of the Partnership and each Subsidiary for the purpose of inspecting the books and records of the Company Partnership and each Subsidiary, provided that access to the premises shall be permitted only with the prior consent of the Partnership (which consent shall not be unreasonably withheld or delayed). The Partnership shall have the right to have a representative present at all times of any such inspections, interviews and communications conducted by Parent or its Subsidiaries, representatives. (b) furnish to BuyerAt Parent's Representatives such financial and operating data and other information as such Persons may reasonably request and cost, the Partnership and the Subsidiaries shall (i) obtain surveys, title commitments and policies, engineering reports, environmental reports, and appraisals with respect to the Partnership Real Property, and (ii) provide Parent reasonable access to the Partnership Real Property, and all documents and information regarding the Partnership Real Property. Parent and Purchaser shall use reasonable efforts not to interfere with, interrupt or disrupt the operation of any tenant's business on the Partnership Real Property and, such access by Parent, Purchaser or their agents, contractors and representatives shall be subject to the rights of tenant and the restrictions on the Partnership's (or applicable Subsidiary's) access to the Partnership Owned Property set forth in the Partnership Leases. Parent and Purchaser shall not permit any construction, mechanic's or materialman's liens or any other liens to attach to the Partnership Real Property or any portion thereof by reason of the performance of any work or the purchase of any materials by Parent, Purchaser or any other party in connection with any studies or tests conducted pursuant to this Section. Parent and Purchaser shall give reasonable notice to the Partnership prior to entry onto the Partnership Real Property and shall permit the Partnership to have a representative present during all investigations and inspections conducted with respect to the Partnership Real Property. Parent and Purchaser shall take all reasonable actions and implement all reasonable protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Partnership Real Property, and all equipment, materials and substances generated, used or brought onto the Partnership Real Property pose no threat to the safety of persons or the environment and cause no damage to the Partnership Real Property, any tenant or other persons. Parent and Purchaser shall indemnify, defend and hold the Partnership harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses and expenses (including attorneys' fees and costs) incident to, resulting from or in any way arising out of any of Parent's, Purchaser's or their agents', contractors' or representatives' activities on the Partnership Real Property or from Parent's or Purchaser's breach of their obligations or agreements under this Section, excluding, however, any liability arising from the discovery or disclosure of any condition. The cost of obtaining any reports or surveys shall be borne exclusively by Parent and Purchaser. (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after Between the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality AgreementClosing Date, the "Confidentiality Agreements")Partnership will cooperate with Parent to arrange meetings with such tenants under Partnership Leases as Parent may, from time to time, reasonably request. Parent shall not contact any tenants under Partnership Leases without the prior consent of the Partnership, which consent will not be unreasonably withheld or delayed. (d) Parent shall remain in full force and effect notify the Partnership promptly of any facts, information, documentation or materials which come to Parent's or Purchaser's attention during the course of its review pursuant to this Section that lead Parent to believe that any of the terms thereof, notwithstanding Partnership's representations or warranties herein are inaccurate or incomplete. (e) Neither any investigation conducted by Parent or its representatives pursuant to this Section 6.05 nor the execution and delivery results thereof shall affect any representation or warranty of the Partnership contained in this Agreement or the termination hereofability of Parent or Purchaser to rely thereon. (f) All information exchanged pursuant to this Section 6.05 shall be subject to the confidentiality agreement dated August 12, 2003, between the Partnership and Parent (the "Confidentiality Agreement"). Notwithstanding anything herein or in the Confidentiality Agreement to the contrary contrary, (i) the parties may make such disclosure as is reasonably necessary to comply with applicable securities laws, and (ii) the parties (and each employee, representative or agent of the parties hereto) may disclose to any and all persons, without limitation of any kind, the tax treatment (as defined in this AgreementTreasury Regulation Section 1.6011-4) and tax structure (as defined in Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to the parties hereto relating to such tax treatment or tax structure, neither provided that, in the Company nor case of any materials that contain information other than the tax treatment or tax structure of its Subsidiaries shall be required to disclose the transactions contemplated hereby (including, but not limited to, any information relating to the pricing or any Buying Entity cost of the transactions contemplated hereby or the Buyer Representatives if doing so would violate identity of any agreementparty to the transactions contemplated hereby), law, rule this clause (ii) shall apply to such materials only to the extent that such materials contain the tax treatment or regulation tax structure of the transactions contemplated hereby and the parties hereto shall take all action necessary to which prevent the Company or any disclosure of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4such other information as otherwise provided herein.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (ai) give each of the Buying Entitiesprovide to Reckson's prospective lenders, and their respective counsel, financial advisors, auditors such lenders' accountants and other authorized representatives counsel (collectively, the "Buyer's RepresentativesLenders"), for the sole purposes of conducting customary diligence in connection with their obtaining the Financing, reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (bii) furnish to Buyer's Representatives the Lenders such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Lenders in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants properties or facilities or to interview the Company's employees or agents should be in writing and directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of Reckson or the Buying Entities or Buyer's Representatives Lenders (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity Reckson or the Buyer Representatives Lenders if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof (a) Subject to applicable Law and the Effective Timeany confidentiality arrangements in favor of any third party, the Company shall, and shall (a) give cause each of its Subsidiaries to, afford the Buying Entities, FP Investors and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), Representatives reasonable access upon reasonable advance request by the FP Investors and during normal business hours during the period prior to the offices, earlier of the Closing and the termination of this Agreement to (i) all their respective properties, books assets, books, records, agreements, permits, documents, information, officers and records of employees (in each case, excluding, without limiting the Company foregoing, information and its Subsidiaries, materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (bii) furnish to Buyer's Representatives such additional financial and operating data and other information regarding the Company (or copies thereof) as the FP Investors may from time to time reasonably request; provided that the FP Investors and their respective Representatives shall conduct any such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors activities in such a manner as not to fully cooperate interfere with the Buying Entities in their investigation of or disrupt the business or operations of the Company and its Subsidiaries; provided that . (b) Each FP Investor shall hold, and shall direct its Subsidiaries and Affiliates and its and their Representatives to hold, any and all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of non-public information received from the Company or such person or persons as he shall designate; and provided further that any information its Subsidiaries and documents received by any of the Buying Entities or Buyer's its and their Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence confidential in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and terms of the Company (the "Reckson Confidentiality Agreement". (c) and The Company hereby consents under the Confidentiality Agreement dated May 20, 1998 between Crescent (to all actions by each FP Investor and its Affiliates and its and their respective Representatives to the "Crescent Confidentiality Agreement" and, together with extent contemplated by the Reckson Transaction Documents. Notwithstanding anything else in the Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything in any other Transaction Document to the contrary in this Agreementcontrary, neither the Company nor any of its Subsidiaries shall be required FP Investors are hereby permitted to disclose any information Evaluation Material (as defined in the Confidentiality Agreement) to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company Representative or any Related Investment Fund, in each case, of the FP Investors and their Affiliates (it being understood that such Representatives and Related Investment Funds shall have been advised of the Confidentiality Agreement and shall have been instructed to comply with the provisions thereof applicable to Representatives) and such Persons shall be deemed to constitute approved Representatives of the FP Investors, and the FP Investors and their Affiliates and its Subsidiaries and their respective Representatives shall be permitted to have discussions and negotiations and enter into agreements, arrangements or understandings with any Related Investment Fund in connection with the Transaction Documents and the transactions contemplated thereby. The parties hereto agree that Francisco Partners Management, L.P. is a an express third party beneficiary of this Section 5.03(c). The Confidentiality Agreement shall terminate and be of no further force or to which effect from and following the Company or any of its Subsidiaries is subject. SECTION 5.4Closing.