Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Shareholder and Company shall, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountantscounsel, counsel financial advisors and other representatives to, afford to Pubco and agents its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Shareholder and Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Shareholder and Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of Parent (collectively "Parent Representatives"), reasonable accessdetermining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide Shareholder and Company and its representatives with reasonable access during normal business hours to all its properties, books, Contractscontracts, commitments commitments, personnel and records as may be necessary to enable the Shareholder and Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, the Company shall (Pubco shall, and shall cause each of its Subsidiaries officers, employees and representatives to) , furnish promptly to the Shareholder and Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent such other party may from time to time reasonably request. The Company shall (and shall cause Except as required by law, each of the Shareholder and Company and Pubco will hold, and will cause its Subsidiaries torespective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. (b) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 4.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date of this Agreement to the Effective Time, the Company shall (shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Subsidiaries to) afford Representatives access at reasonable times upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities (including each theatre premises) of the Company and agents the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (collectively "Parent Representatives"), reasonable access, during b) From the period prior date of this Agreement to the Effective Time, to all its propertiesParent shall, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its the Parent Subsidiaries and each of their respective Representatives to, (i) furnish promptly provide to the other all information concerning Company and its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon access at reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford times upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities (including each theatre premises) of Parent and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior Parent Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records andthereof, during such periodand (ii) subject to applicable Laws relating to the exchange of information, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel other aspects of itself and its Subsidiaries as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 5.4(b6.1(b) shall affect or be deemed to modify or limit any representations representation or warranties warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the parties herein or the conditions to the obligations of the parties heretoCompany. (c) The parties hereto shall keep all With respect to the data and information obtained disclosed pursuant to this Section 5.4(a6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and (b) confidential in accordance with all persons, without limitation of any kind, the terms tax treatment and tax structure of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent transactions contemplated herein and the Company. Anything contained in the Confidentiality Agreement all tax strategies relating to the contrary notwithstandingtransactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the Company parties shall not be required to provide the access and Parent information otherwise required hereby agree that each with respect to records and information relevant to such party may issue press release(s) or make other public announcements dispute (in accordance with Section 5.14which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to the terms and conditions of this Agreement and applicable Law, from the date of this Agreement until the earlier of the termination of this Agreement or the Closing, the Company shall Retail Sellers and the Jeanswear N.V. Sellers (as the case may be) shall, and each of them shall cause each of their Representatives to, give the Purchaser and its Subsidiaries to) afford Representatives, investment bankers, attorneys and accountants reasonable access to the officers, employees, accountants, counsel and other representatives and agents business of Parent each Jeanswear N.V. Company or each Retail Company (collectively "Parent Representatives"as the case may be), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessas well as their respective operations, properties, bookspersonal property, Contractsbooks and records, commitmentsContracts and commitments during normal business hours and upon prior notice (provided, record that, such access shall not unreasonably interfere with normal operations of any Company and, in the Sellers' discretion, such access may be monitored by an Affiliate or Representative of the Sellers) and personnel shall furnish to the Purchaser and its authorized Representatives, investment bankers, attorneys and accountants such financial and operating data, including financial reports prepared for the directors and officers of any Jeanswear N.V. Company or each Retail Company (as Parent the case may be) or the Sellers, and other information as the Purchaser may reasonably requestrequest and instruct the Representatives of the Companies to assist the Purchaser in its investigation of any Company. The Company Without limiting the generality of the foregoing, the Jeanswear N.V. Sellers or the Retail Sellers (as the case may be) shall (and shall a) provide, or cause each of its Subsidiaries to) make available to be provided, reasonable access to the other party the appropriate individuals for discussion properties of such entity's businessany Company and (b) use their commercially reasonable efforts to provide, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant cause to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions be provided, reasonable access to the obligations properties of any Company Service Provider, in each case, as the parties heretoPurchaser may request for purposes of performing audits in order to determine whether the Jeanswear N.V. Sellers and the Retail Sellers are in compliance with the representations and warranties set forth in Sections 4.23(b) and 5.22(b), respectively. (b) Upon reasonable noticeFor a period of three years following the date hereof, Parent shall the Jeanswear N.V. Sellers (with respect to the Jeanswear N.V. Companies), the Retail Sellers (with respect to the Retail Companies), and the Purchaser shall, and shall cause each of its Subsidiaries to) afford to the officerstheir respective Representatives, employeesAffiliates, accountantsinvestment bankers, counsel and other representatives attorneys, accountants and agents of the Company (collectively "Company Representatives")to, reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments keep confidential and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all not disclose or transfer any information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the regarding any Company or the Company Representatives may reasonably request. No investigation pursuant to Purchaser (in the case of any Seller), or the Sellers (in the case of the Purchaser) obtained in connection with the transactions contemplated hereby or otherwise unless such information (i) is or becomes publicly available (other than as a result of breach of this Section 5.4(b7.2(b)), (ii) is disclosed after written approval for such disclosure has been given by the Purchaser or the Sellers, as appropriate or (iii) is requested pursuant to, or required by applicable Law, to be disclosed (provided, that, the party receiving such request shall affect promptly notify the Purchaser, in the case of any representations or warranties of the parties herein Sellers, or the conditions to Sellers, in the obligations case of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with Purchaser, so that the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such applicable party may issue press release(s) seek a protective order or make other public announcements in accordance with Section 5.14appropriate remedy).

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to Section 7.1(b), from the Company Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, Target shall (i) provide to Parent (and shall cause each of its Subsidiaries toParent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) afford reasonable access during normal business hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives and agents facilities of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Target to the Effective Timefacilities, to all its offices, properties, technology, processes, books, Contractsbusiness and financial records, commitments officers, employees, business plans, budget and records andprojections, during such periodcustomers, suppliers and other information of the Company shall (Target, and shall cause each the work papers of its Subsidiaries toindependent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of the Target; and (ii) furnish promptly to the other all Parent such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsLiabilities, record personnel and personnel other aspects of Target as Parent may reasonably requestrequested. The Company shall (Subject to Section 7.1(b), from the Agreement Date until the earlier of the Effective Time and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's businessdate, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation if any, on which this Agreement is terminated pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeArticle X, Parent shall (i) provide to Target (and shall cause each of its Subsidiaries toTarget’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) afford reasonable access during normal business hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of Parent and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior its Subsidiaries to the Effective Timefacilities, to all its offices, properties, technology, processes, books, Contractsbusiness and financial records, commitments officers, employees, business plans, budget and records andprojections, during such periodcustomers, suppliers and other information of the Parent shall (and shall cause each its Subsidiaries, and the work papers of its Subsidiaries toindependent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of the Parent and its Subsidiaries; and (ii) furnish promptly to the other all Target such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsLiabilities, record personnel and personnel as the Company may reasonably request. other aspects of Parent shall (and shall cause each of its Subsidiaries to) make available as reasonably requested. Each of Parent and Target shall use its reasonable efforts to give prompt notice to the other party the appropriate individuals for discussion of any event or circumstance of which it becomes aware that results in any representation or warranty made by such entity's businessparty contained in this Agreement being untrue or inaccurate in any material respect or Target, properties and personnel Parent or Merger Sub, as the Company case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that the receipt of any information or the Company Representatives may reasonably request. No investigation delivery of any notice pursuant to hereto shall not limit or otherwise affect either party’s rights or obligations under this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential Each of Target and Parent (and each of Target’s and Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, respectively) shall hold in confidence all nonpublic information so received in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"). If this Agreement is terminated, between Parent and the Company. Anything contained in the Confidentiality Agreement shall continue in full force and effect and shall apply to any information delivered by either party to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance connection with Section 5.14this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable noticeTURNKEY shall, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountantscounsel, counsel financial advisors and other representatives to, afford to TTHX and agents its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to TURNKEY ’s properties, books, contracts, commitments, personnel and records and, during such period, TURNKEY shall, and shall cause its officers, employees and representatives to, furnish promptly to TTHX all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of Parent (collectively "Parent Representatives"), reasonable accessdetermining the accuracy of the representations and warranties of TTHX set forth herein and compliance by TTHX of its obligations hereunder, during the period prior to the Effective Time, TTHX shall provide TURNKEY and its representatives with reasonable access during normal business hours to all its properties, books, Contractscontracts, commitments commitments, personnel and records as may be necessary to enable TURNKEY to confirm the accuracy of the representations and warranties of TTHX set forth herein and compliance by TTHX of its obligations hereunder, and, during such period, the Company shall (TTHX shall, and shall cause each of its Subsidiaries officers, employees and representatives to) , furnish promptly to TURNKEY upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other all information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent such other party may from time to time reasonably request. The Company shall (and shall cause Except as required by law, each of TURNKEY and TTHX will hold, and will cause its Subsidiaries torespective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. (b) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable notice, the The Company shall (and shall cause each of its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to the Parent and to Parent's officers, employees, financial advisors, legal counsel, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, access during normal business hours throughout the period prior to the Effective Time, Time to all of its books and records and its properties, books, Contracts, commitments plants and records personnel and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent a copy of each report, schedule and other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available document filed or received by it pursuant to the other party the appropriate individuals for discussion requirements of such entity's businessfederal securities laws, properties and personnel as Parent or the Parent Representatives may reasonably request. No provided that no investigation pursuant to this Section 5.4(a6.1(a) shall affect any representations or warranties of the parties made herein or the conditions to the obligations of the respective parties heretoto consummate the Merger. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to the Company and to the Company's officers, employees, financial advisors, legal counsel, accountants, counsel consultants and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, access during normal business hours throughout the period prior to the Effective Time, Time to all of its books and records and its properties, books, Contracts, commitments plants and records personnel and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the Company a copy of each report, schedule and other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available document filed or received by it pursuant to the other party the appropriate individuals for discussion requirements of such entity's businessfederal securities laws, properties and personnel as the Company or the Company Representatives may reasonably request. No provided that no investigation pursuant to this Section 5.4(b6.1(b) shall affect any representations or warranties of the parties made herein or the conditions to the obligations of the respective parties heretoto consummate the Merger. (c) The parties hereto Unless otherwise required by law, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall keep hold in confidence all non-public information obtained pursuant to Section 5.4(a) and (b) confidential acquired in accordance with the terms of the Confidential Non- Disclosure Mutual Agreement of Confidentiality dated November 11, 1999 between Parent and the Company (the "Confidentiality Agreement"); provided, between Parent and however, that the Company. Anything contained in termination date of the Confidentiality Agreement is hereby extended to the contrary notwithstandingJune 30, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.142000.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to compliance with applicable Law, the Company shall (Target shall, and shall cause each of its Subsidiaries to) , afford to the Parent and its officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of Parent (collectively "collectively, the “Parent Representatives"”), reasonable access, access during normal business hours during the period prior to the Effective Time, Time to all its their respective properties, books, Contractscontracts, commitments commitments, personnel and records and shall cause its and its Subsidiaries’ outside counsel, accountants and financial advisors to cooperate with Parent and the Parent Representatives in their investigation of Target and its Subsidiaries and, during such period, the Company shall (shall, and shall cause each of its Subsidiaries to) , furnish promptly to Parent and the Parent Representatives (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of applicable Law (including federal and state securities laws) and (b) all other information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's Subsidiaries’ business, properties and personnel as Parent or any of the Parent Representatives may reasonably request, provided that Target shall not have any obligation to deliver any such information to the extent that Target determines, in it sole and absolution discretion, that such information is of a competitive nature or sensitive to the operations of Target or any of its Subsidiaries. No investigation All information provided pursuant to this Section 5.4(a5.8(a) shall affect any representations or warranties of the parties herein or the conditions be subject to the obligations of confidentiality agreement, dated April 1, 2010 between Target and Parent (the parties hereto“Confidentiality Agreement”). (b) Upon reasonable noticeSubject to compliance with applicable Law, Parent shall (shall, provide to Target and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of (collectively, the Company (collectively "Company “Target Representatives"”), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's Subsidiaries’ business, properties and personnel as Target or any of the Company or the Company Target Representatives may reasonably request; provided that Parent shall not have any obligation to deliver any such information to the extent that Parent determines, in it sole and absolution discretion, that such information is of a competitive nature or sensitive to the operations of Parent or any of its Subsidiaries. No investigation All information provided pursuant to this Section 5.4(b5.8(b) shall affect any representations or warranties of the parties herein or the conditions be subject to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to applicable Law, from the date hereof until the Company Merger Effective Time, the Company shall (shall, and shall cause each the U.S. Subsidiaries and Foreign Subsidiaries and the Representatives of its the Company and the U.S. Subsidiaries and Foreign Subsidiaries to) , afford Parent and its Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access during normal business hours to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessagents, properties, booksoffices, Contractsplants and other facilities, commitmentsbooks and records of the Company and each U.S. Subsidiary and Foreign Subsidiary, record and personnel all other financial, operating and other data and information as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its U.S. Subsidiaries or Foreign Subsidiaries, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors or (iii) damage any property or any portion thereof except to the extent such damage caused by Parent or its Representatives is fully restored to its condition prior to such damage by Parent at its sole cost and expense. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Contracts, Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall (and be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of the U.S. Subsidiaries or Foreign Subsidiaries shall cause each be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of its the Company or the U.S. Subsidiaries to) make available or Foreign Subsidiaries or contravene any Law or binding agreement entered into prior to the other party date of this Agreement (provided that the appropriate individuals for discussion Company and the U.S. Subsidiaries and Foreign Subsidiaries shall use commercially reasonable efforts to obtain consent from the applicable Third Party or enter into a customary joint defense agreement to enable the disclosure of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestinformation). No investigation pursuant to conducted under this Section 5.4(a) 7.03, however, shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made in this Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford Prior to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Merger Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. obtained by Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) 7.03 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) be kept confidential in accordance with the terms confidentiality agreement dated May 9, 2007 between Tishman Speyer Development Corp. and the Company (the “Confidentiality Agreement”). Notwithstanding the foregoing, Parent and its Representatives may furnish Evaluation Material (as defined in the Confidentiality Agreement) to any Person in connection with such Person’s potential investment in or provision of financing to Parent or its affiliates or evaluation of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and acquisition of assets of the Company. Anything contained , U.S. Subsidiary or Foreign Subsidiary in connection with or following the Closing, in each case, so long as any such Person has entered into a confidentiality agreement with the Company substantially similar to the Confidentiality Agreement or has agreed in writing to be bound by the provisions of the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such same extent as if an original party may issue press release(s) or make other public announcements in accordance with Section 5.14signatory thereto.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to applicable Law, from the Company date hereof until the Closing, Seller and Target shall (i) give, and shall cause each of Target and its Subsidiaries to) afford to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officersoffices, properties, books and records of Target and its Subsidiaries and to the books and records of Seller relating to Target and its Subsidiaries, (ii) furnish, and shall cause Target and its Subsidiaries to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Target and its Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, accountants, counsel and other representatives financial advisors of Seller, Target and agents Target’s Subsidiaries to cooperate with Buyer in its investigation of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all Target and its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestSubsidiaries. No investigation pursuant to this Section 5.4(a) by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representations representation, warranty, covenant or warranties of the parties herein agreement given or the conditions to the obligations of the parties heretomade by Seller in this Agreement. (b) Upon reasonable noticeSubject to applicable Law, Parent from the date hereof until the Closing, Buyer shall (i) give, and shall cause each of its Subsidiaries to) afford to give, Seller, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officersoffices, properties, books and records of Buyer and its Subsidiaries, (ii) furnish, and shall cause its Subsidiaries to furnish, to Seller, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Buyer and its Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, accountants, counsel and other representatives financial advisors of Buyer and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning cooperate with Seller and Target in its business, properties, books, Contracts, commitments, record investigation of Buyer and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably requestSubsidiaries. No investigation pursuant to this Section 5.4(b) by Seller or Target, or other information received by Seller or Target, shall operate as a waiver or otherwise affect any representations representation, warranty, covenant or warranties of the parties herein agreement given or the conditions to the obligations of the parties heretomade by Buyer in this Agreement. (c) The parties hereto shall keep all information obtained Anything to the contrary in Section 4.3(a) or (b) notwithstanding, (i) access rights pursuant to Section 5.4(a4.3(a) and or (b) confidential shall be exercised in accordance such manner as not to interfere unreasonably with the conduct of the Target Business or the Buyer Business or any other business of the party granting such access and (ii) the party granting access may withhold any document (or portions thereof) or information (A) that is subject to the terms of a non-disclosure agreement with a third party, (B) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege or (C) if the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws (including Competition Laws). (d) All information provided to Buyer or to Seller or Target pursuant to this Section 4.3 prior to the Closing shall be held as Confidential Non- Disclosure Agreement Information (as defined in the Mutual Confidentiality Agreement, dated as of August 29, 2014, among Seller, Buyer and Target (the "“Confidentiality Agreement"”), between Parent ) and the Company. Anything contained in shall be subject to the Confidentiality Agreement to the contrary notwithstandingAgreement, the Company terms of which are incorporated herein by reference. The Confidentiality Agreement shall continue in full force and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14effect until the Closing, at which time it shall automatically terminate.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date hereof to the Effective Time, the Company shall (shall, and shall cause each the officers, directors, employees, auditors and agents of its Subsidiaries the Company to) , afford XxXxxxxx and the officers, employees, counsel, financial advisors, auditors and agents of XxXxxxxx or DFC Acquisition, as the case may be, access at all reasonable times to the officers, employees, accountantsagents, counsel properties, offices, plants and other representatives facilities, books and agents records of Parent (collectively "Parent Representatives")the Company and the Subsidiaries, reasonable accessand shall furnish XxXxxxxx and DFC Acquisition with financial, during operating and other data and information as XxXxxxxx or DFC Acquisition, through its officers, employees, counsel, financial advisors, auditors or agents, may reasonably request. From the period prior date hereof to the Effective Time, to all its propertiesDFC Acquisition shall, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries officers, directors, employees, auditors and agents to) furnish promptly , afford the Company and its officers, employees, counsel, financial advisors, auditors and agents access at all reasonable times to the other all information concerning its businessofficers, employees, agents, properties, booksoffices, Contractsplants and other facilities, commitmentsbooks and records of DFC Acquisition, record and personnel shall furnish the Company with financial, operating and other data and information as Parent the Company, through its officers, employees, counsel, financial advisors, auditors or agents, may reasonably request. The Company shall . (and shall cause each of its Subsidiaries tob) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 7.2 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions condition to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained Information afforded or furnished to XxXxxxxx, DFC Acquisition or the Company or their agents by XxXxxxxx, DFC Acquisition or the Company pursuant to this Section 5.4(a7.2 shall be kept confidential and shall not be disclosed to third parties except (i) and (b) confidential in accordance with the terms consent of XxXxxxxx or the Company, as the case may be, (ii) as may be required by law, regulation or by legal process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), or (iii) as may be necessary in connection with the consummation of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14Transactions.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date of this Agreement through the Closing Date, the Company shall (and shall Sellers will cause each of its the Company and the Subsidiaries to) to afford to Buyer and its authorized representatives reasonable access at all reasonable times and upon reasonable notice to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of each of the Company and the Subsidiaries, and the work papers of Deloitte & Touche LLP, the Company’s independent accountants, counsel and other representatives otherwise provide such assistance (at Buyer’s sole expense) as may be reasonably requested by Buyer in order that Buyer have a reasonable opportunity to make such investigation and agents evaluation as it reasonably desires to make of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments business and records and, during such period, affairs of each of the Company shall (and shall the Subsidiaries. In addition, Sellers will cause each of its Subsidiaries tothe Company and the Subsidiaries, and their officers and employees, to cooperate fully (including providing introductions where necessary) furnish promptly with Buyer to the other all information concerning its businessenable Buyer to contact third parties, propertiesincluding customers, booksprospective customers, Contractsspecified agencies, commitmentsvendors, record and personnel as Parent may reasonably request. The or suppliers of any Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoSubsidiary. (b) Upon reasonable notice, Parent All such information and access provided or granted pursuant to Section 5.2(a) shall (and shall cause each of its Subsidiaries to) afford be subject to the officers, employees, accountants, counsel terms and other representatives and agents conditions of the Company letter agreement (collectively "Company Representatives"the “Confidentiality Agreement”), reasonable accessbetween Buyer and Sellers, during the period prior to the Effective Timedated April 5, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel 2004. The Confidentiality Agreement will terminate effective as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoClosing. (c) The parties hereto shall For a period of five years after the Closing Date, Sellers and Sellers’ Representative will keep confidential and protect, and will not divulge, allow access to or use in any way, (i) the Xxxxxx Xxxx Intellectual Property, including product specifications, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, Software, database technologies, systems, structures, architectures and data (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), (ii) any and all information obtained pursuant to Section 5.4(aof the Companies concerning the Xxxxxx Xxxx Business (including historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials) and (biii) confidential any and all notes, analyses, compilations, studies, summaries and other material containing or based, in accordance whole or in part, on any information of the Companies or Subsidiaries included in the foregoing (“Confidential Information”). Sellers and Sellers Representative acknowledge that such Confidential Information constitutes a unique and valuable asset, and that any disclosure or other use of such Confidential Information would be wrongful and may cause irreparable harm to Buyer. The foregoing obligations of confidentiality will not apply to any Confidential Information that is now or subsequently becomes generally publicly known, other than as a result of the breach of this Agreement by Sellers, Sellers’ Representative or any of their affiliates. (d) Sellers and Sellers’ Representative agree that the provisions and restrictions contained in Section 5.2(c) hereof are necessary to protect the legitimate continuing interests of Buyer in acquiring the Xxxxxx Xxxx Business and entering into this Agreement, that agreements contained in Section 5.2(c) have been specifically bargained for, that any violation or breach of such provisions and restrictions will result in irreparable injury to Buyer for which a remedy at law may be inadequate and that, in addition to any relief at law which may be available to Buyer for such violation or breach and regardless of any other provision contained in this Agreement, Buyer will be entitled to injunctive and other equitable relief restraining such violation or breach (without any requirement that Buyer provide any bond or other security). (e) In the event that any Seller or Sellers’ Representative is requested or required (in connection with any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller or Sellers’ Representative shall notify Buyer promptly of the request or requirement so that Buyer may, at its sole expense, seek an appropriate protective order or waive compliance with the terms provisions of Section 5.2(c). If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Seller or Sellers’ Representative may disclose the Confidential Information to the tribunal; provided, however, that Seller or Sellers’ Representative will use their commercially reasonable efforts to obtain, at the request and sole expense of Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Non- Disclosure Agreement Information required to be disclosed as Buyer designates. (f) Effective upon the "Confidentiality Agreement")Closing, between Parent each Seller and Sellers’ Representative shall assign to Buyer all of their right, title and interest in and to any confidentiality agreements to which Seller, Sellers’ Representative or any agent of theirs may be a party relating to the Companyconfidentiality of information of the Xxxxxx Xxxx Business, the hiring of employees of any Company or Subsidiary or other matters. Anything contained in Sellers and Sellers’ Representative will request the Confidentiality return or destruction of information covered by such agreements within two business days of the date of this Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each broadest extent permitted by such party may issue press release(s) or make other public announcements in accordance with Section 5.14confidentiality agreements.

Access to Information; Confidentiality. (a) Upon Subject to Applicable Law, upon reasonable noticeadvance notice to the Company, the Company shall (and shall cause the Company Subsidiaries and the officers, directors and agents of the Company and each of its Subsidiaries Company Subsidiary to) afford to the officers, employees, accountants, counsel Parent’s officers and Parent’s other representatives and agents of Parent (collectively "Parent Representatives"), authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimePre-Closing Period, to all its propertiesofficers, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessagents, properties, books, ContractsContracts and records, commitmentsand, record with the Company’s consent, which shall not be unreasonably withheld, delayed or conditioned, to the employees of the Company and personnel the Company Subsidiaries; and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. The ; provided that none of the Company, any Company Subsidiary and any Representative of the Company shall be required to provide such access to or to disclose such information where such access or disclosure would in the good faith judgment of the Company (and shall cause each i) contravene any Applicable Law, Contract of its Subsidiaries tothe Company or any Company Subsidiary or Order, (ii) make available would reasonably be expected to violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially interfere with the other party conduct of the appropriate individuals for discussion business of such entity's business, properties and personnel as the Company or any of the Company Subsidiaries. (b) No information or knowledge obtained by Parent or the Parent Representatives may reasonably request. No investigation Merger Sub pursuant to Section 6.02, this Section 5.4(a) 6.04 or otherwise shall affect or be deemed to affect or modify any representations representation, warranty, covenant or warranties of agreement made by the parties herein or Company contained herein, the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeto consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, Parent nor shall (any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of agreements made by the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to in this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (c) The parties hereto shall keep Each of Parent and Merger Sub acknowledges that all information obtained pursuant provided to Section 5.4(a) it or any of its Representatives by the Company or any of its Representatives in connection with this Agreement and (b) confidential the consummation of the Transactions shall be deemed to be provided under, and shall be treated in accordance with with, the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeAs permitted by applicable law, from the date of this Agreement to the Effective Time, the Company shall (shall, and shall use its best efforts to cause each of its Subsidiaries subsidiaries, officers, directors and employees to: (i) afford provide to the Ford, Parent and FSG II and their officers, directors, employees, accountants, counsel consultants, legal counsel, agents and other representatives and agents of Parent (collectively "Parent collectively, “Representatives")”) access at reasonable times upon prior notice to its officers, reasonable accessemployees, during the period prior to the Effective Timeagents, to all its properties, books, Contracts, commitments offices and other facilities and to its books and records and, during such period, the Company shall and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all such information concerning its business, properties, bookscontracts, Contractsassets, commitments, record liabilities and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's businessFord, properties and personnel as Parent or the Parent FSG II or their Representatives may reasonably request. (b) Each of Ford, Parent and FSG II agrees to, and shall cause its Representatives to: (i) treat and hold as confidential all information relating to the Company and its subsidiaries, (ii) in the event that Ford, Parent or FSG II or any of their Representatives becomes legally compelled to disclose any such information, provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other remedy or waive compliance with this Section 7.04, and (iii) in the event that such protective order or other remedy is not obtained, or the Company waives compliance with this Section 7.04, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement. The parties agree and acknowledge that remedies at law for any breach of their obligations under this Section 7.04 are inadequate and that in addition thereto parties shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach. (c) No investigation pursuant to this Section 5.4(a) 7.04 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to the restrictions imposed by the HSR Act and Foreign Antitrust Laws, from and after the date of this Agreement until the Control Time, the Company shall will use best efforts to (i) give Parent and shall cause each of its Subsidiaries to) afford Purchaser and their respective Representatives reasonable access during normal business hours to the officers, all employees, accountantsplants, counsel offices and other representatives facilities and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contractscontracts, commitments and records and, during such period, (including Tax returns) of the Company shall (and shall cause each of its Subsidiaries to) furnish promptly and cause the Company’s Representatives to the provide access to their work papers and such other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent or Purchaser may reasonably request. The Company shall , (ii) permit Parent and shall Purchaser to make such non-invasive inspections as they may reasonably request, (iii) cause each of its Subsidiaries to) make available and its Subsidiaries’ officers to furnish Parent and Purchaser with such financial and operating data and other information with respect to the other party the appropriate individuals for discussion of such entity's business, properties and personnel of the Company as Parent or the Parent Representatives Purchaser may from time to time reasonably request. No investigation , and (iv) furnish promptly to Parent and Purchaser a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries during such period pursuant to this Section 5.4(a) shall affect any representations or warranties the requirements of the parties herein federal or the conditions to the obligations of the parties heretostate securities Laws. (b) Upon reasonable notice, Information obtained by Parent or Purchaser pursuant to Section 6.2(a) shall (and shall cause each of its Subsidiaries to) afford be subject to the officers, employees, accountants, counsel and other representatives and agents provisions of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoConfidentiality Agreement. (c) The parties hereto Nothing in this Section 6.2 shall keep all information obtained pursuant require the Company to Section 5.4(a) and (b) confidential permit any inspection, or to disclose any information, that in accordance with the terms reasonable judgment of the Confidential Non- Disclosure Agreement Company would (i) violate any of its respective obligations with respect to confidentiality, provided that the "Confidentiality Agreement"), between Parent Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure and the Company. Anything contained in the Confidentiality Agreement shall disclose or describe such information to the contrary notwithstandingfullest extent possible consistent with such obligations, or (ii) result in a violation of applicable law, including the Company HSR Act or Foreign Antitrust Laws. (d) No investigation by and Parent hereby agree that each such of any party may issue press release(s) or make other public announcements in accordance with Section 5.14its Representatives shall affect the representations, warranties, covenants, agreements, rights or remedies of the parties set forth herein.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law and Section 6.4(b), upon reasonable noticenotice during the Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel Commitment Parties and other representatives and agents of Parent (collectively "Parent Representatives"), their Representatives upon request reasonable access, during normal business hours and without unreasonable disruption or interference with the period prior Company’s and its Subsidiaries’ business or operations, to the Effective TimeCompany’s and its Subsidiaries’ employees, to all its properties, books, Contracts, commitments Contracts and records and, during such periodthe Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other such parties all reasonable information concerning the Company’s and its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's Subsidiaries’ business, properties and personnel as Parent or the Parent Representatives may reasonably requestbe requested by any such party, provided that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company or any of its Subsidiaries to violate any of their respective obligations with respect to confidentiality to a third party if the Company shall have used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (ii) to disclose any legally privileged information of the Company or any of its Subsidiaries or (iii) to violate any applicable Laws or Orders. No investigation pursuant to All requests for information and access made in accordance with this Section 5.4(a) 6.4 shall affect any representations or warranties be directed to an executive officer of the parties herein Company or such Person as may be designated by the conditions to the obligations of the parties heretoCompany’s executive officers. (b) Upon reasonable noticeFrom and after the date hereof until the date that is one (1) year after the expiration of the Pre-Closing Period, Parent shall (each Commitment Party shall, and shall cause each its Representatives to, (i) keep confidential and not provide or disclose to any Person any documents or information received or otherwise obtained by such Commitment Party or its Representatives pursuant to Section 6.4(a), Section 6.5 or in connection with a request for approval pursuant to Section 6.3 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the other Transaction Agreements and who agrees to observe the terms of this Section 6.4(b) (and such Commitment Party will remain liable for any breach of such terms by any such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or subsequently becomes generally available to the public through no violation of this Section 6.4(b), (B) becomes available to a Commitment Party or its Representatives on a non-confidential basis from a source other than the Company or any of its Subsidiaries toor any of their respective Representatives, (C) afford becomes available to a Commitment Party or its Representatives through document production or discovery in connection with the officersChapter 11 Cases or other judicial or administrative process, employeesbut subject to any confidentiality restrictions imposed by the Chapter 11 Cases or other such process, accountantsor (D) such Commitment Party or any Representative thereof is required to disclose pursuant to judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, counsel and other representatives and agents of that, such Commitment Party or such Representative shall provide the Company (collectively "with prompt written notice of such legal compulsion and cooperate with the Company Representatives")to obtain a protective Order or similar remedy to cause such information or documents not to be disclosed, reasonable accessincluding interposing all available objections thereto, during at the period prior Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such information or documents that is legally required to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (be disclosed and shall cause each of exercise its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall commercially reasonable efforts (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and at the Company. Anything contained in the Confidentiality Agreement ’s sole cost and expense) to the contrary notwithstanding, the Company and Parent hereby agree obtain assurance that each confidential treatment will be accorded such party may issue press release(s) disclosed information or make other public announcements in accordance with Section 5.14documents.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all All information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation furnished pursuant to this Section 5.4(a) Agreement shall affect any representations or warranties of the parties herein or the conditions be subject to the obligations Amended and Restated Confidentiality Agreement, dated as of the parties hereto. October 4, 2020 (b) Upon reasonable noticeas amended, Parent shall (and shall cause each of its Subsidiaries to) afford supplemented or otherwise modified from time to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential time in accordance with its terms, the terms of the Confidential Non- Disclosure Agreement (the "“Confidentiality Agreement"”), between Parent and the Company. Anything contained in On reasonable notice, during normal business hours during the Confidentiality period from the date of this Agreement to the contrary notwithstandingearlier of the First Effective Time or the termination of this Agreement, solely in connection with the Mergers and the other transactions contemplated hereby or integration planning relating thereto, (i) the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives reasonable access to its properties, books, contracts and records and (ii) the Company shall, and shall cause its respective Subsidiaries to, make available to Parent all other information not made available pursuant to clause (i) of this Section 8.01(a) concerning its businesses, properties and personnel, in the case of each of clause (i) and (ii), as the other party reasonably requests and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. During such period described in the immediately preceding sentence, on reasonable notice and subject to Applicable Law and during normal business hours, the Company and shall instruct its pertinent Representatives to reasonably cooperate with Parent hereby agree that each in its review of any such party may issue press release(s) information provided or make other public announcements made available pursuant to the immediately preceding sentence. No information or knowledge obtained in accordance with any review or investigation pursuant to this Section 5.148.01 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives")or USF&G, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, Contractscontracts, commitments commitments, employees, auditors, agents, representatives and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries taken as a whole; and (iv) all other information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives other party may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives")Company, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, the books, Contractsrecords, commitments officers and records employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such party's Subsidiaries during such period pursuant to the requirements of any applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all information concerning its business, properties, books, Contracts, commitments, record correspondence or written communication with A.M. Best and personnel as the Company may reasonably request. Parent shall (and shall cause each or any of its Subsidiaries to) make available Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which primarily relates to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretotransactions contemplated hereby. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Confidentiality Agreement dated June 26, 1997 (the "Parent Confidentiality Agreement"), between Parent and the Company. Anything contained in Company and the confidentiality agreement dated July 30, 1997 (the "Company Confidentiality Agreement to the contrary notwithstandingAgreement"), between the Company and Parent hereby agree that each such party may issue press release(s) shall apply with respect to information furnished thereunder or make hereunder and any other public announcements in accordance with Section 5.14activities contemplated thereby.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), advisors reasonable access, access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time, Time or the termination of this Agreement to all its their respective properties, assets, books, records, Contracts, commitments Permits, documents, information, directors, officers and records andemployees but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries or violate applicable Law, and during such period, period the Company shall (shall, and shall cause each of its Subsidiaries to) , furnish promptly to the other all Parent any information concerning its businessbusiness as Parent may reasonably request (including the work papers of the Company’s current and prior auditors). Following the date of this Agreement and prior to the Effective Time, propertiesParent may (but shall not be required to), booksto the extent permitted by applicable Law, Contractsfollowing reasonable notice to the Company, commitments, record contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. The Company shall (and shall cause each No investigation by Parent or any of its Subsidiaries to) make available to the officers, directors, employees, investment bankers, attorneys, accountants or other party the appropriate individuals for discussion advisors or representatives and no other receipt of such entity's business, properties and personnel as information by Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representations representation, warranty, covenant, agreement or warranties other provision of this Agreement, or the obligations of the parties herein Parties (or remedies with respect thereto) or the conditions to the obligations of the parties heretoParties under this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Upon reasonable noticeSubject to applicable law, the Company and Parent shall (shall, and shall cause each of its their respective Subsidiaries to) afford , cooperate to ensure an orderly transition and integration process in connection with the officersMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, employeesand preserve the value of, accountants, counsel and other representatives and agents the business of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all Surviving Corporation and its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoSubsidiaries. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) During the Pre-Closing Period, the Company shall provide Parent with (i) reasonable access to the employees of the Company or any Company Subsidiaries (“Employees”), during regular business hours, upon reasonable advance notice and without unduly interfering with operations for the purpose of providing Parent with an opportunity to discuss post-Closing employment terms and opportunities; provided that one of the persons identified in clause (a) of “Knowledge” shall be permitted to attend any meetings with employees, and (ii) to the extent reasonably requested by Parent, information about each Employee, including the current terms and conditions of his or her employment, and complete copies or, where not previously reduced to writing, summaries of all current agreements and arrangements with each such Employee, subject to applicable Law. Upon reasonable notice, during the Pre-Closing Period, the Company shall (shall, and shall cause each Company Subsidiary and each of its the Company Representatives to (1) provide to Parent and Merger Sub and the Parent Representatives access, at reasonable times upon prior notice, to Company Representatives and the properties, offices and other facilities of the Company and the Company Subsidiaries to) afford and to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof and (and shall cause each of its Subsidiaries to2) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent may reasonably request. The Company ; provided that such investigation shall (only be upon reasonable notice and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties be at Parent’s sole cost and personnel as Parent or the Parent Representatives may reasonably requestexpense. No investigation conducted pursuant to this Section 5.4(a) 5.3 shall affect or be deemed to modify or limit any representations representation or warranties of warranty made in this Agreement. Without limiting the parties herein or foregoing, the conditions Company shall promptly furnish to Parent reports with respect to the obligations Company’s consolidated working capital and Cash and Cash Equivalent balances prepared in the ordinary course of the parties heretobusiness consistent with past practice. (b) Upon reasonable noticeWith respect to the information disclosed pursuant to Section 5.3(a), Parent the parties shall (comply with, and shall cause each their respective Representatives to comply with, all of its Subsidiaries to) afford to their respective obligations under the officersConfidentiality Agreement, employeesdated as of December 16, accountants2015, counsel and other representatives and agents of as amended, executed by the Company and Parent (collectively "Company Representatives"the “Confidentiality Agreement”), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The This Section 5.3 shall not require the Company to permit any access, or to disclose any information, that would reasonably be expected to (i) result in any violation of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of a necessary Third Party to such inspection or disclosure or (ii) cause any privilege (including attorney-client privilege) that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation; provided that, the parties hereto shall keep all cooperate in seeking to find a way to allow disclosure of such information obtained (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such obligations with respect to confidentiality or reasonably be likely to cause such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to Section 5.4(awhich non-employee Representatives of the other party shall be provided access to such information; provided, further, that the Company shall (x) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or any Company Subsidiaries’ confidentiality obligations or are reasonably likely to cause such privilege to be undermined and (by) confidential communicate to the Parent and Merger Sub in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"first proviso in this Section 5.3(c), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14).

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each the Company Subsidiaries and the officers, directors and employees of its Subsidiaries the Company and the Company Subsidiaries, to) , afford the officers, employees and agents of Parent and Merger Sub, at their sole cost and risk, reasonable access during normal business hours and upon no less than two business days’ advance written notice, from the date hereof through the Effective Date, to all of the Company’s and the Company Subsidiaries’ officers, employees, accountantsproperties, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its propertiesfacilities, books, Contractsrecords, commitments non-privileged correspondence (in each case, whether in physical or electronic form), contracts and records andother assets, during and shall request and use its commercially reasonable efforts to cause its agents, accountants, counsel, financial advisors and other Representatives to provide such periodaccess, and shall promptly furnish Parent and Merger Sub (i) all financial, operating and other similar data and information, (ii) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company shall from the SEC concerning compliance with securities laws, (and shall cause each of its Subsidiaries toiii) furnish promptly to the all other all non-privileged information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The the Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's Subsidiaries’ business, properties and personnel personnel, in each case (x) as Parent through their officers, employees or the Parent Representatives agents may reasonably request, (y) that are in the possession, custody or control of the Company or a Company Subsidiary and (z) the disclosure of which would not violate any Law. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to Company’s operations or properties. No investigation additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to Until the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties provisions of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) Confidentiality Agreement dated October 9, 2007 and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement")as amended on January 22, 2008, between Parent and the Company. Anything contained Company (the “Confidentiality Agreement”) shall remain in the Confidentiality Agreement to the contrary notwithstanding, the Company full force and Parent hereby agree that each such party may issue press release(s) or make other public announcements effect in accordance with Section 5.14its terms.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date hereof to the Effective Time, each of the Company shall (and Parent shall, and shall cause each of its Subsidiaries subsidiaries, officers, directors, employees, auditors and other agents to) , afford to the officers, employees, accountants, counsel auditors and other representatives and agents of Parent (collectively "Parent Representatives")the other, reasonable accessaccess at all reasonable times to its officers, during the period prior to the Effective Timeemployees, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessagents, properties, booksoffices, Contractsplants and other facilities and to all books and records, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to furnish such with such financial, operating and other data and information as the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives Company, as the case may be, through its officers, employees or agents may from time to time reasonably request. . (b) Each of Parent and Purchaser will hold and will cause its officers, employees, auditors and other agents to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all documents and information concerning the Company and its subsidiaries furnished to Parent or Purchaser in connection with the transactions contemplated in this Agreement in accordance with the provisions of the letter dated April 2, 1997 between Parent and the Company (the "Parent Confidentiality Agreement"). (c) The Company will hold and will cause its officers, employees, auditors and other agents to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all documents and information concerning Parent and its subsidiaries (including Purchaser) furnished to the Company in connection with the transactions contemplated in this Agreement in accordance with the provisions of the letter dated May 6, 1997 between the Company and the Parent (the "Company Confidentiality Agreement"). (d) No investigation pursuant to this Section 5.4(a) 6.2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (be) Upon The Company will use reasonable noticeefforts to cause its executive officers and employees to assist the proposed lenders, Parent shall underwriters or initial purchasers (and shall cause each of its Subsidiaries tothe "Proposed Financiers") afford to the officers, employees, accountants, counsel and other representatives and agents of the permanent financing proposed to be incurred or assumed by the Company (collectively "Company Representatives"), reasonable access, during the period prior to and/or its subsidiaries at or following the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent . Such assistance shall (be reasonably requested by the Proposed Financiers and shall cause each of its Subsidiaries toinclude, without limitation: (i) furnish promptly to assistance in preparing offering memoranda, syndication materials or other selling or marketing materials, (ii) attendance at meetings with prospective investors, including a customary "roadshow" as may be determined by the other all information concerning its business, properties, books, Contracts, commitments, record Proposed Financiers and personnel as (iii) making available or directing the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties assistance of the parties herein Company's auditors, counsel and/or other advisors or agents, including the conditions to the obligations preparation of the parties heretofinancial statements and "comfort letters. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries to) afford to the subsidiaries, officers, employees, accountantscounsel, counsel financial advisors and other representatives to, afford to Newco and agents its representatives and to potential financing sources reasonable access during normal business hours, in a manner initially coordinated with the chief executive officer of Parent (collectively "Parent Representatives")the Company, reasonable accessand thereafter coordinated with those persons designated by the chief executive officer, during the period prior to the Effective Time, Time of the Merger to all its properties, books, Contractscontracts, commitments commitments, personnel and records records, including security position listings and other information concerning beneficial owners and/or record owners of the Company's securities which may be relevant to the Merger or Debt Offer, and, during such period, the Company shall (shall, and shall cause each of its Subsidiaries subsidiaries, officers, employees and representatives to) , furnish promptly to Newco (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws and (ii) all other all information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent Newco may from time to time reasonably request. The Each of the Company shall and Newco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence to the extent required by, and in accordance with, the provisions of the letter dated December 11, 1996, between Kohlberg Kravis Xxxxxxx & Co. ("KKR & Co.") and the Company (and shall cause each of its Subsidiaries toadditional individual agreements executed and delivered pursuant thereto) make available to (collectively, the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. "Confidentiality Agreement"). (b) No investigation pursuant to this Section 5.4(a) 5.02 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeDuring the Interim Period, to the Company shall (extent permitted by applicable Law and contracts, each Party shall, and shall cause each of its Subsidiaries to) , afford to the officers, employees, accountants, counsel other Party and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all its of their respective properties, offices, books, Contractscontracts, commitments personnel and records and, during such period, each of the Company shall (and Park shall, and shall cause each of its the Company Subsidiaries and the Park Subsidiaries, respectively, to, (i) furnish promptly to the other Party all other information (financial or otherwise) concerning its business, properties, offices, books, Contractscontracts, commitments, record records and personnel as Parent such other Party may from time to time reasonably request. The Company shall , (and shall cause each of its Subsidiaries toii) make available furnish reasonably promptly to the other party Party a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the appropriate individuals requirements of federal or state securities Laws, except to the extent such materials are otherwise publicly available, and (iii) with respect to the Company and the Company Subsidiaries and subject to the terms of the Company Ground Leases and the Company Leases, facilitate reasonable access for discussion Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties in order to prepare or cause to be prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other environmental assessments that do not involve invasive testing or sampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to any Company Property that Parent deems to be reasonably necessary, so long as such entity's access does not unduly interfere with the Company’s ordinary conduct of business; provided, properties and personnel as however that Parent shall indemnify the Company for any losses, costs or damages caused by the Parent Representatives may reasonably request. No access described in clause (iii) of this Section 7.5(a); provided, further, that no investigation pursuant to this Section 5.4(a) 7.5 shall affect or be deemed to modify any of the representations or warranties made by the Company or the Park Parties, as applicable, hereto and all such access shall be coordinated through the Company or Park, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor the Park Parties shall be required by this Section 7.5 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Park, as applicable, has used its reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the parties herein Party or any of its Representatives (if the conditions Company or Park, as applicable, has used its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or legal duty), or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the obligations disclosing Party (if the Company or Park, as applicable, has used its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege). Each of the Company and the Park Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Effective Time, the Company and each of the Park Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties heretowith which the other Party has a business relationship regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party not to be unreasonably withheld, conditioned or delayed (provided that, for the avoidance of doubt, nothing in this Section 7.5(a) shall be deemed to restrict a Party and its respective Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the ordinary course)). (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents Each of the Company (collectively "Company Representatives")and Park shall hold, reasonable accessand will cause its respective Representatives and Affiliates to hold, during the period prior to the Effective Timeany nonpublic information, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all including any information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation exchanged pursuant to this Section 5.4(b) shall affect any representations or warranties 7.5, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the parties herein 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 conditions to the obligations termination of the parties heretothis Agreement. (c) The parties hereto Company shall keep all information obtained pursuant cooperate and participate, as reasonably requested by Park from time to Section 5.4(a) time and (b) confidential to the extent consistent with applicable Law, in accordance with Park’s efforts to oversee the terms integration of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement")Parties’ operations in connection with, between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstandingtaking effect upon consummation of, the Company Merger, including providing such reports on operational matters and Parent hereby agree that each participating on such party teams and committees as Park may issue press release(s) or make other public announcements in accordance with Section 5.14reasonably request.

Access to Information; Confidentiality. (a) Upon reasonable noticenotice and subject to (i) restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of products and services or information relating to specific customers or other competitively sensitive information, the Company shall (shall, and shall cause each of its Subsidiaries to) afford subsidiaries to afford, to the officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent (collectively "Parent Representatives"), or Acquisition Sub reasonable accessaccess during normal business hours, during the period prior to the earlier of the termination of this Agreement and the Effective Time, to all its properties, books, Contractscontracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries subsidiaries to) furnish promptly to the other Parent, Fimalac-U.S. or Acquisition Sub all information concerning its business, properties, books, Contracts, commitments, record properties and personnel as Parent Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. The Company , and each shall (and shall cause each of its Subsidiaries to) make available to the other party Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of such entitythe Company's business, properties and personnel as Parent Parent, Fimalac-U.S. or the Parent Representatives Acquisition Sub may reasonably request. No Any such investigation pursuant to this Section 5.4(a) by Parent, Fimalac-U.S. or Acquisition Sub shall not affect any the representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeCompany contained in this Agreement. Parent, Parent shall (Fimalac-U.S. and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto Acquisition Sub shall keep all such information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement confidentiality letter dated January 25, 2000 (the "Confidentiality AgreementLetter"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Anything contained in Upon any termination of this Agreement, Parent shall, upon written request of the Confidentiality Agreement Company, destroy or collect and deliver to the contrary notwithstanding, the Company all documents obtained by it or any of its representatives pursuant to this Section 6.2 then in their possession and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14any copies thereof.

Access to Information; Confidentiality. (a) Upon reasonable noticeprior notice and during normal business hours, from the date hereof until the Effective Time, the Company shall (shall, and shall cause each the Company Subsidiaries and the officers, directors, employees, auditors and agents of its the Company and the Company Subsidiaries to) , afford the officers, employees and other Representatives of Parent and Purchaser reasonable access at all reasonable times to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessagents, properties, booksoffices, Contractsplants and other facilities, commitmentsbooks and records of the Company and each Company Subsidiary, record including the Owned Company Intellectual Property, and personnel shall furnish Parent and Purchaser with such financial, operating and other data and information (including the work papers of the Company’s accountants, subject to the prior written consent of the Company’s accountants) as Parent or Purchaser, through their officers, employees and other Representatives, may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In the event that the Company does not provide access or information in reliance on the preceding proviso, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or unreasonably create a risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries. Any access to any Company Leased Real Property shall be subject to the terms of the applicable lease agreement and the Company’s reasonable security measures and insurance requirements. (b) All information obtained by Parent or Purchaser pursuant to this Section 7.4 shall be held confidential in accordance with the Mutual Non-Disclosure Agreement, dated as of April 15, 2010, between Parent and the Company (the “Confidentiality Agreement”). (c) The Company shall consult with Parent in good faith as reasonably requested by Parent to report material (individually or in the aggregate) operational developments, material changes in the status of relationships with customers and shall cause each potential customers and material changes in the status of its Subsidiaries toongoing operations. (d) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 7.4 or otherwise shall affect any representations representation, warranty, covenant or warranties other agreement in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties heretohereto or any Tender Offer Condition. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable notice, Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (which such Person shall (and shall use commercially reasonable efforts to cause each of its Subsidiaries to) afford the counterparty thereto to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"waive), reasonable access, during from the period prior date of this Agreement to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (shall, and shall cause each Company Subsidiary and each of its their respective Representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and the Purchaser and their respective Representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours upon prior notice to the personnel, officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries toand to the books, records and Contracts thereof (including Tax Returns) and (ii) furnish promptly to the other all such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel as Parent may reasonably request. The Company shall (other aspects of such party and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestrequest (it being understood that a request for information of the type provided by the Company to the Purchaser prior to the date hereof shall be deemed reasonable for this purpose). No investigation conducted pursuant to this Section 5.4(a5.3(a) shall affect or be deemed to modify or limit any representations representations, warranties, conditions or warranties rights of the parties herein or the conditions to the obligations of the parties heretohereto contained in this Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior Prior to the Effective Time, with respect to all its properties, books, Contracts, commitments and records and, during such periodthe information disclosed pursuant to Section 5.3(a), Parent shall (comply with, and shall cause each the Parent Representatives to comply with, all of its Subsidiaries to) furnish promptly to obligations under the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), dated July 21, 2009, as amended, by and between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree (the “Confidentiality Agreement”); provided that each such party may issue press release(sParent shall be entitled to share any Confidential Information (as defined in the Confidentiality Agreement) or make other public announcements in accordance and otherwise discuss consideration of the transactions contemplated by this Agreement with Section 5.14potential debt and equity financing sources and the Confidentiality Agreement shall be deemed so amended.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, the Company shall, and shall (cause each Company Subsidiary to and shall cause each of its Subsidiaries their respective directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, the “Company Representatives”) to: (i) afford provide to the Parent, Merger Sub and Guarantor and their respective officers, directors, employees, accountants, counsel consultants, legal counsel, advisors, agents and other representatives and agents of Parent (collectively "collectively, the “Parent Representatives"), ”) reasonable access, during the period at reasonable times, upon reasonable prior notice to the Effective TimeCompany, to all its the officers, agents, properties, booksoffices and other facilities of the Company and the Company Subsidiaries, Contracts, commitments and to the books and records thereof (including Tax Returns, but excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws), and, during with the Company’s consent (such periodconsent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company shall and the Company Subsidiaries; (and shall cause each of its Subsidiaries toii) furnish as promptly to the other all as reasonably practicable such information concerning its the business, properties, books, Contracts, commitmentsassets, record Liabilities, Personnel and personnel as Parent may reasonably request. The other aspects of the Company shall (and shall cause each of its the Company Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant ; (iii) reasonably cooperate with Parent and the Parent Representatives in connection with the arrangement of any financing to this Section 5.4(a) shall affect any representations or warranties be consummated in order to fund the payment of the parties herein aggregate Merger Consideration and Parent’s other obligations under this Agreement; provided, however, that with respect to clause (iii), (w) any information regarding the Company or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents any of the Company Subsidiaries contained in any materials, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents in connection with the arrangement of any such financing shall be subject to the prior review of the Company, (collectively "x) none of the Company, any Company Representatives")Subsidiary or any Company Representative shall be required to incur any Liability with respect to the arrangement or, reasonable accessor incurrence of any Indebtedness with respect to, during such financing prior to the period Effective Time or require the Company or any Company Subsidiary to enter into or approve any financing or purchase agreement for such financing prior to the Effective Time, (y) securing any such financing or any portion thereof, on terms and conditions satisfactory to all its propertiesParent or Merger Sub or otherwise, books, Contracts, commitments shall not constitute a modification of the representations and records and, during warranties made in Section 4.06 or a condition of Parent’s or Merger Sub’s obligation to consummate the Merger or perform any of their other respective obligations hereunder and (z) such period, Parent cooperation shall (and shall cause each not unreasonably interfere with the ongoing business or operations of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may and the Company Subsidiaries and (iv) perform, and to reasonably requestcooperate with Parent in performing, a review and scan of the Company’s and the Company Subsidiaries’ Software. Parent None of the Company, any Company Subsidiary or any Company Representative shall (and shall cause each be required to provide access to or to disclose information where such access or disclosure would contravene any applicable Law, Contract of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or any Company Subsidiary, or Order, or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege, provided, however, that in the event that the Company Representatives does not provide access or information in reliance on this sentence, the Company shall promptly notify Parent and use its reasonable best efforts to, as promptly as practicable, as the case may be and except as otherwise provided in Section 5.02(a) of the Company Disclosure Schedule, (x) obtain any necessary clearance or consent in order to permit such access or disclosure and (y) provide such access or communicate such information to Parent (including through the Parent Representatives) in a way, to the extent reasonably requestpracticable, that would not violate the applicable Law or Contract or waive any such a privilege. In furtherance of the foregoing, no information identifying individual employees or consultants of the Company or any Company Subsidiary or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the Data Privacy Directive of the European Union or similar legislation, except to the extent permitted by a contractual undertaking entered into by Company, Parent and Merger Sub regarding the maintenance of privacy of such data in a form reasonably necessary to effect compliance with such legislation. No investigation conducted pursuant to this Section 5.4(b5.02(a) shall affect or be deemed to qualify, modify or limit any representations representation or warranties warranty made by the Company in this Agreement. (b) Except as expressly prohibited by applicable Law, within 10 Business Days prior to the anticipated Effective Time, solely to the extent the directors and executive officers of the parties herein or Company and the conditions material Company Subsidiaries differ from those listed in Section 3.01(d) of the Company Disclosure Schedules, the Company shall provide Parent with a true and complete list of any changes to the obligations directors and executive officers of the parties heretoCompany and each material Company Subsidiary, as of such date. (c) The parties hereto shall keep all With respect to the information obtained disclosed pursuant to this Section 5.4(a) 5.02, Parent and (b) confidential in accordance with Merger Sub shall comply with, and shall cause the terms Parent Representatives to comply with, all of its obligations under the Confidential Non- Mutual Non-Disclosure Agreement Agreement, dated as of April 22, 2012, by and between the Company and Guarantor (the "“Confidentiality Agreement"”), between ; provided that Parent and the Company. Anything contained Guarantor shall be entitled to share any Evaluation Material (as defined in the Confidentiality Agreement) and otherwise discuss consideration of the Transactions with potential financing sources and the Confidentiality Agreement shall be deemed amended to include such financing sources within the contrary notwithstanding, meaning of Representatives (as such term is defined in the Company and Parent hereby agree that each such party may issue press release(sConfidentiality Agreement) or make other public announcements in accordance with Section 5.14of Parent.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each the Company Subsidiaries and the officers, directors, employees and agents of its the Company and the Company Subsidiaries to) , afford the officers, employees and agents of Holding and Comsys, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to the their respective officers, employees, accountantsagents, counsel properties, facilities, books, records, contracts and other representatives assets and shall furnish Holding and Comsys all financial, operating and other data and information as Holding or Comsys through their respective officers, employees or agents may reasonably request. Holding and Comsys, at their sole cost and risk, shall have the right to make such due diligence investigations as they shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to the Company's operations or properties. No additional investigations or disclosures shall affect the Company's and Merger Sub's representations and warranties contained herein, or limit or otherwise affect the remedies available to Holding or Comsys pursuant to this Agreement. (b) Holding shall, and shall cause the Holding Subsidiaries and the officers, directors, employees and agents of Parent (collectively "Parent Representatives")Holding and the Holding Subsidiaries to, afford the officers, employees and agents of the Company, at its sole cost and risk, reasonable access, during access at all reasonable times from the period prior to date hereof through the Effective TimeDate to their respective officers, to all its employees, agents, properties, facilities, books, Contractsrecords, commitments contracts and records and, during such period, other assets and shall furnish the Company shall (all financial, operating and shall cause each of other data and information as the Company through its Subsidiaries to) furnish promptly to the other all information concerning its businessofficers, properties, books, Contracts, commitments, record and personnel as Parent employees or agents may reasonably request. The Company Company, at its sole cost and risk, shall (have the right to make such due diligence investigations as it shall deem necessary or reasonable, upon reasonable notice to Holding and Comsys and without disruption or damage to Holding's or Comsys' respective operations or properties. No additional investigations or disclosures shall cause each of its Subsidiaries to) make affect Holding's or Comsys' representations and warranties contained herein, or limit or otherwise affect the remedies available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation Company pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (c) The parties hereto provisions of the Confidentiality Agreement, dated July 16, 2003, as amended, between Comsys and the Company (as so amended, the "CONFIDENTIALITY AGREEMENT") shall keep all information obtained pursuant to Section 5.4(a) remain in full force and (b) confidential effect in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14its terms.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries, to, afford the officers, employees and agents of Parent and Merger Sub, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its Subsidiaries to) afford to the officers, employees, accountantsagents, counsel properties, facilities, books, records, contracts and other representatives assets and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to Company’s operations or properties. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Parent shall, and shall cause the Parent Subsidiaries and the officers, directors, employees and agents of Parent (collectively "and the Parent Representatives")Subsidiaries, to, afford the officers, employees and agents of the Company, at its sole cost and risk, reasonable access, during access at all reasonable times from the period prior to date hereof through the Effective TimeDate to its officers, to all its employees, agents, properties, facilities, books, Contractsrecords, commitments contracts and records and, during such period, other assets and shall furnish the Company shall (all financial, operating and shall cause each of other data and information as the Company through its Subsidiaries to) furnish promptly to the other all information concerning its businessofficers, propertiesemployees or agents, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company, at its sole cost and risk, shall have the right to make such due diligence investigations as the Company shall (deem necessary or reasonable, upon reasonable notice to Parent and without disruption or damage to Parent’s operations or properties. No additional investigations or disclosures shall cause each of its Subsidiaries to) make affect Parent’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation Company pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms provisions of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), dated March 3, 2010, between Parent and the Company. Anything contained Company (the “Confidentiality Agreement“) shall remain in the Confidentiality Agreement to the contrary notwithstanding, the Company full force and Parent hereby agree that each such party may issue press release(s) or make other public announcements effect in accordance with Section 5.14its terms.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries Subsidiary to) , afford to the Parent, and to Parent’s officers, employees, accountants, counsel counsel, consultants, financial advisors and other representatives and agents of Parent (collectively "Parent Representatives"), access at reasonable access, times upon reasonable prior notice during the period prior to the Effective Time, Time to all of its and its Subsidiaries’ facilities, properties, books, Contracts, commitments books and records (including stock records and access to its transfer agent) and to those officers, employees and agents of the Company to whom Parent reasonably requests access (including the reasonable opportunity to communicate with the employees of the Company or its Subsidiaries that Parent expects to retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish furnish, as promptly as practicable, to the other Parent all information concerning its and its Subsidiaries’ business, propertiesfinances, booksoperations, Contracts, commitments, record properties and personnel as Parent may reasonably request, and Parent shall be entitled to undertake environmental investigations at any of the properties owned, operated or leased by the Company or any of its Subsidiaries (so long as such access (including any environmental investigation) does not unreasonably interfere with the operations of the Company or its Subsidiaries). The Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information or documentation (a) where such access or disclosure would contravene any Law or (b) relating to (y) the consideration, negotiation and performance of this Agreement and related agreements and (z) except as required by Section 5.02, any Takeover Proposal made after the execution of this Agreement (provided that, in the case of clause (a), the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating such Law). Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of January 18, 2011 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause each of its Subsidiaries to) make available respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party Company or its Representatives, directly or indirectly, in confidence in accordance with the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestConfidentiality Agreement. No investigation pursuant to this Section 5.4(a) by Parent or any of its Representatives and no other receipt of information by Parent or any of its Representatives shall operate as a waiver or otherwise affect any representations representation, warranty, obligation, covenant or warranties other agreement of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder this Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to applicable Law and confidentiality agreements, including that certain confidentiality agreement dated July 11, 2006 between Parent, Bear, Sxxxxxx & Co. Inc. and the Company (the “Confidentiality Agreement”), from the date of this Agreement until the Effective Time, the Company shall (and shall cause each of its Subsidiaries to): (i) afford provide to Parent and Parent’s Representatives access, during normal business hours and upon reasonable notice by Parent, to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior its Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records andthereof, during (ii) furnish to Parent all monthly and quarterly statements of revenue and expense, earnings, sales, trial balances and such period, other similar statements as are regularly and customarily provided to senior management of the Company shall promptly following delivery to such senior management and (and shall cause each of its Subsidiaries toiii) furnish promptly to the other all Parent such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel as Parent may reasonably request. The Company shall (other aspects of such party and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent its Representatives may reasonably request. . (b) Each of Parent and Merger Sub shall, and shall cause its affiliates and Representatives to, (i) comply with the Confidentiality Agreement as if a party thereto and (ii) hold in strict confidence as Evaluation Material (as defined in the Confidentiality Agreement) all nonpublic documents and information furnished or made available by one party to the other(s) and their respective affiliates and Representatives. (c) No investigation pursuant to this Section 5.4(a) 6.3 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (awhich such person shall use commercially reasonable efforts to cause the counterparty to waive) Upon reasonable noticefrom the date of this Agreement to the Effective Time, the Company shall (and Parent shall, and shall cause each of their respective Subsidiaries and each of their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to (a) provide to the other party and its Subsidiaries to) afford respective Representatives access at reasonable times upon reasonable prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of such party and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior its Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records andthereof and (b) subject to applicable Laws relating to the exchange of information, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel as Parent may reasonably request. The Company shall (other aspects of itself and shall cause each of its Subsidiaries to) make available to as the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent its Representatives may reasonably request, except for such information or agreements set forth in Section 6.3 to the Company Disclosure Letter or Section 6.3 to the Parent Disclosure Letter. No investigation conducted pursuant to this Section 5.4(a) 6.3 shall affect or be deemed to modify or limit any representations representation or warranties of the parties herein warranty made in this Agreement or the conditions to the obligations of to consummate the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford Merger. With respect to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation disclosed pursuant to this Section 5.4(b) shall affect any representations or warranties of 6.3, the parties herein or shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Mutual Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstandingdated January 13, 2005, previously executed by the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14(the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable noticeSection 5.6.1 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party, and subject to applicable Law, from the date of this Agreement to the Effective Time, the Company shall (shall, and shall cause each of Company Subsidiary to: (A) provide to Parent and its Subsidiaries to) afford to the officers, directors, employees, accountants, counsel consultants, legal counsel, advisors, agents and other representatives and agents of Parent (collectively "collectively, “Parent Representatives"”), upon reasonable access, during the period prior notice to the Effective TimeCompany, reasonable access during normal business hours to all its properties, books, Contracts, commitments the officers of the Company and the Company Subsidiaries and to the books and records and, during such period, the Company shall thereof and (and shall cause each of its Subsidiaries toB) furnish promptly to the other all such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel as Parent may reasonably request. The other aspects of the Company shall (and shall cause each of its the Company Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation ; provided, however, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to the Company and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary; provided further, that the Company shall not be required to (or cause any Company Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Section 5.6.2 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or any Parent Subsidiary is a party, and subject to applicable Law, from the date of this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions Agreement to the obligations of the parties hereto. (b) Upon reasonable noticeEffective Time, Parent shall (shall, and shall cause each of its Subsidiaries Parent Subsidiary to: (A) afford provide to the Company and its officers, directors, employees, accountants, counsel consultants, legal counsel, advisors, agents and other representatives and agents of the Company (collectively "collectively, “Company Representatives"”), upon reasonable accessprior notice to Parent, reasonable access during the period prior normal business hours to the Effective Time, officers of Parent and the Parent Subsidiaries and to all its properties, books, Contracts, commitments the books and records and, during such period, Parent shall thereof and (and shall cause each of its Subsidiaries toB) furnish promptly to the other all such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel as other aspects of Parent and the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation ; provided, however, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to Parent and in such a manner as not to interfere unreasonably with the operation of any business conducted by Parent or any Parent Subsidiary; provided further, that Parent shall not be required to (or cause any Parent Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Section 5.6.3 Within 20 Business Days following the date hereof, the Company will deliver to Parent a true and accurate copy of each Contract to which the Company or any Company Subsidiary, or any of their respective assets, properties, businesses or operations is a party to, or bound or affected by, or receives benefits under, and that: (a) prohibits or restricts the Company or any Company Subsidiary from soliciting any person for employment or hire, or (b) fits within the description set forth in the parenthetical in the last six lines of Section 3.12(f) and that were not included in Section 3.12 of the Company Disclosure Schedule. Section 5.6.4 The Company shall provide Parent with the periodic reports set forth on Section 5.6.4 of the Company Disclosure Schedule. Section 5.6.5 With respect to the information disclosed pursuant to this Section 5.4(b) shall affect any representations or warranties of 5.6, the parties herein or shall comply with, and cause their respective representatives to comply with, all of their obligations under the conditions to the obligations letter agreement, dated as of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement")June 25, between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding2012, entered into by the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14(the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable notice, the The Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, Parent and its accountants, counsel counsel, financial advisors and other representatives and agents of Parent (collectively "Parent Representatives")representatives, reasonable full access, during normal business hours upon reasonable notice throughout the period prior to the Effective TimeClosing, to all its propertiesthe Company’s properties and facilities, books, Contractsfinancial information (including working papers and data in the possession of the Company’s independent public accountants, commitments internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts and records of the Company and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company as the Parent shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the Closing, the Company shall (generally keep the Parent informed as to all material matters involving the operations and shall cause each businesses of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably requestCompany. The Company shall authorize and direct the appropriate directors, managers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of the Parent. (and b) All nonpublic information provided to, or obtained by, the Parent in connection with the Transactions shall cause each be “Confidential Information” for purposes of its Subsidiaries tothe Confidentiality Agreement, the terms of which shall continue in force until the Closing. No information provided to or obtained by the Parent pursuant to Section 5.2(a) make shall limit or otherwise affect the remedies available hereunder to the other party Parent (including the appropriate individuals for discussion of such entity's businessParent’s right to seek indemnification pursuant to ARTICLE VIII), properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein of, or the conditions to the obligations of of, the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeAccess. (i) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIII, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, counsel agents, properties, offices, and other representatives facilities and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contractsrecords, commitments contracts, and records and, during such period, other assets of the Company shall (and its Subsidiaries, and the Company shall, and shall cause each of its Subsidiaries to) , furnish promptly to the Parent such other all information concerning the business and properties of the Company and its business, properties, books, Contracts, commitments, record and personnel Subsidiaries as Parent may reasonably requestrequest from time to time. The Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (ii) Parent and the Company shall (comply with, and shall cause each their respective Representatives to comply with, all of its Subsidiaries to) make available to their respective obligations under the other party the appropriate individuals for discussion of such entity's businessConfidentiality Agreement, properties dated November 9, 2018, between Parent and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"the “Confidentiality Agreement”), reasonable access, during which shall survive the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each termination of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential Agreement in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable Subject to the requirements of confidentiality agreements with third parties, upon 24 hours prior written notice, each of the Company shall (Apple REITs shall, and shall cause each of its respective Subsidiaries to) , afford to the other parties and to the officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of Parent (collectively "Parent Representatives")such other party, reasonable access, access during normal business hours during the period prior to after the execution of this Agreement through the Effective Time, to all its their respective properties, books, Contractscontracts, commitments commitments, personnel and records and, during such period, each of the Company shall (Apple REITs shall, and shall cause each of its respective Subsidiaries to) , furnish promptly to the other parties (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, (b) a copy of each debt agreement, ground lease, owner’s or leasehold title insurance policy, existing survey, financial report of each of such party’s properties, current Xxxxx Travel Research report, property improvement plan for such party’s properties and existing environmental audit for the such party’s properties, and (c) all other information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives such other party may reasonably request, including financial statements, Tax Returns, leases, certificates of occupancy, tax statements, service agreements, license or franchise agreements and Permits. Apple Nine and each Company shall hold any nonpublic information concerning the other parties in confidence in accordance with 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. Each of the Apple REITs shall comply with the terms of the Confidentiality Agreement with respect to any nonpublic information concerning the other parties provided to their respective officers, employees, accountants, counsel, financial advisors and other representatives and affiliates. No investigation pursuant to this Section 5.4(a) 5.2 or information provided, made available or delivered to any of the Apple REITs pursuant to this Section 5.2 or otherwise shall affect any representations or warranties or conditions or rights of any of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything Apple REITs contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), advisors full access upon reasonable access, advance notice and during normal business hours during the period prior to the Effective Time, Time or the termination of this Agreement to all its their respective properties, assets, books, records, Contracts, commitments Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall (shall, and shall cause each of its Subsidiaries to) , furnish promptly to the other all Parent any information concerning its businessbusiness as Parent may reasonably request (including, propertiesto the extent the Company is able, booksthe work papers of Grant Thornton LXX). Xxxxxxxxg the date of this Agreement and prior to the Effective Time, ContractsParent may (but shall not be required to), commitmentsfollowing reasonable notice to the Company, record contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. The Company shall (and shall cause each No investigation by Parent or any of its Subsidiaries to) make available to the officers, directors, employees, investment bankers, attorneys, accountants or other party the appropriate individuals for discussion advisors or representatives and no other receipt of such entity's business, properties and personnel as information by Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representations representation, warranty, covenant, agreement or warranties other provision of this Agreement, or the obligations of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Upon reasonable noticeWithout limiting the generality of the foregoing, Parent shall (during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to) afford , as and to the officersextent requested by Parent, employees, accountants, counsel provide Parent with (i) a complete and other representatives correct list of all licenses issued by the Federal Communications Commission (the “FCC”) and agents of held by the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each or any of its Subsidiaries to(the “FCC Licenses”), (ii) furnish promptly to complete and correct copies of each FCC License, (iii) the other all information concerning its businessaddress and physical location of the device(s) covered by each FCC License, properties(iv) a written description of the purpose of the device(s) covered by each FCC License, books, Contracts, commitments, record (v) complete and personnel as correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company may reasonably request. Parent shall (and shall cause each or any of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.and

Access to Information; Confidentiality. (a) Upon From the date hereof until the Closing, upon reasonable notice, the Company shall (i) give Parent, its counsel, financial advisors, auditors and shall cause each of its Subsidiaries to) afford other authorized representatives full access during normal business hours to the officersoffices, properties, books and records of the Company, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, accountants, counsel and other representatives and agents financial advisors of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each to cooperate with Parent in its investigation of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably requestCompany. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No Any investigation pursuant to this Section 5.4(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and shall be arranged through the responsible officers of the Company designated for such purpose. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representations representation, warranty or warranties of the parties herein agreement given or made by Sellers or the conditions to the obligations of the parties heretoCompany in this Agreement. (b) Upon reasonable noticeAfter the Closing, Parent Sellers and their Affiliates shall (hold, and shall use their reasonable best efforts to cause each of its Subsidiaries to) afford to the their respective officers, directors, employees, accountants, counsel and other representatives counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Sellers, (ii) in the public domain through no fault of Sellers or their Affiliates or (iii) later lawfully acquired by Sellers from sources other than those related to its prior ownership of the Company (collectively "Company Representatives"), reasonable access, during Company. The obligation of Sellers and their respective Affiliates to hold any such information in confidence shall be satisfied if they exercise the period prior same care with respect to such information as they would take to preserve the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each confidentiality of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretotheir own similar information. (c) The parties hereto From the date hereof until the Closing, and from and after the Closing, upon reasonable notice, Sellers shall afford promptly to Parent and its agents reasonable access during normal business hours to its books and records (including accountant’s work papers) relating to the Company to the extent reasonably necessary for Parent in connection with any audit, investigation, dispute or Litigation relating to the Company, except for Litigation between Parent, on the one hand, and the Company and/or Sellers, on the other hand; provided that (i) such books and records are material to such audit, investigation, dispute or Litigation, (ii) the information contained in such books and records is not available from the Company and (iii) any such access by Parent shall not unreasonably interfere with the conduct of the business of Sellers. Parent shall keep all such books, records and information obtained pursuant gained therefrom in confidence, except to Section 5.4(athe extent that such information can be shown to have been (i) and previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or its Affiliates or (iii) received on a non-confidential basis from a source other than the Company or Sellers, provided that such source is not known to Parent to be subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information. In the event that Parent becomes legally compelled (by deposition, interrogatory request for documents, subpoena, civil investigative demand or similar process) to disclose any such information, Parent may disclose such information to the extent legally required; provided, however, that (a) the Company and/or Sellers, as applicable, are first notified of such legal process, unless such notice is prohibited by law or court order, (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and attempts to obtain the Company. Anything contained ’s and/or Seller’s (as applicable) consent to such disclosure, and (c) at the Company’s and/or Seller’s (as applicable) request, Parent shall provide reasonable assistance in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each obtaining protective relief from such party may issue press release(s) or make other public announcements in accordance with Section 5.14disclosure.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to Diodes and Diodes’ Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, counsel agents, vendors and customers (to the extent access to such vendors and customers can be obtained by the Company using commercially reasonable efforts), properties, offices and other representatives Facilities and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contractsrecords, commitments Contracts and records and, during such period, other assets of the Company shall (and its Subsidiaries, and the Company shall, and shall cause each its Subsidiaries to, furnish promptly to Diodes such other information concerning the business and properties of the Company and its Subsidiaries as Diodes may reasonably request from time to time. Neither the Company nor any of its Subsidiaries to) furnish promptly shall be required to provide access to or disclose information where such access or disclosure would jeopardize the other all protection of attorney-client privilege or contravene any Law (it being agreed that the Parties shall use their reasonable best efforts to cause such information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of be provided in a manner that would not result in such entity's business, properties and personnel as Parent jeopardy or the Parent Representatives may reasonably requestcontravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Diodes or Merger Sub pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (b) Upon reasonable noticeDiodes and the Company shall comply with, Parent shall (and shall cause each their respective Representatives to comply with, all of its Subsidiaries to) afford to their respective obligations under the officersConfidentiality Agreement, employees, accountants, counsel and other representatives and agents which shall survive the termination of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential Agreement in accordance with the terms set forth in ARTICLE IX of the Confidential Non- Disclosure this Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Non-Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.. -50-

Access to Information; Confidentiality. (a) Upon reasonable noticeAccess to Information. From the date of this Agreement until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company shall (each of High Tide and Fab CBD shall, and shall cause each their respective Subsidiaries (if any) to, afford to the other and their respective Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of its High Tide, Fab CBD or any of their respective Subsidiaries to) afford (if any), to the officers, employees, accountants, counsel agents, properties, offices, and other representatives facilities and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contractsrecords, commitments contracts, and records andother assets of High Tide, during such periodFab CBD and their respective Subsidiaries (if any). Further, the Company shall (each of High Tide and Fab CBD shall, and shall cause each of its their respective Subsidiaries (if any) to) , furnish promptly to Fab CBD or High Tide such other information concerning the business and properties of High Tide, Fab CBD and their respective Subsidiaries (if any) as the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent of Fab CBD or High Tide may reasonably requestrequest from time to time. The Company None of High Tide, Fab CBD nor any of their respective Subsidiaries (if any) shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (and it being agreed that the parties shall use their reasonable best efforts to cause each of its Subsidiaries to) make available such information to the other party the appropriate individuals for discussion of be provided in a manner that would not result in such entity's business, properties and personnel as Parent jeopardy or the Parent Representatives may reasonably requestcontravention). No investigation shall affect the representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Fab CBD or High Tide pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeExcept as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Issuer is a party or pursuant to applicable Law, during the Pre-Closing Period, the Issuer shall: (i) provide to the Company shall (and shall cause each of its Subsidiaries tothe Company's officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, "Representatives") afford access at reasonable times during normal business hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of such party and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior its subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof; and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all Company such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel other aspects of the Issuer as Parent may reasonably request. The the Company shall (and shall cause each of or its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which a Principal Company Shareholder is a party or pursuant to applicable Law, during the Pre-Closing Period, the Principal Company Shareholders shall use their reasonable notice, Parent shall best efforts to cause the Company to: (i) provide to the Issuer and shall cause each of its Subsidiaries to) afford Representatives access at reasonable times during normal business hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives and agents facilities of the Company (collectively "and the Company Representatives"), reasonable access, during the period prior Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, Parent shall thereof; and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all Issuer such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel other aspects of the Company and the Company Subsidiaries as the Company may reasonably request. Parent shall (and shall cause each of Issuer or its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all All information obtained by the parties pursuant to this Section 5.4(a) and (b) 6.03 shall be kept confidential in accordance with the terms Mutual Nondisclosure Agreement, dated as of the Confidential Non- Disclosure Agreement September 28, 2004 (the "Confidentiality Agreement"), between Parent the Issuer and the Company. Anything contained in the Confidentiality Agreement . (d) No investigation pursuant to this Section 6.03 or made prior to the contrary notwithstanding, signing of this Agreement shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon Company shall, and -------------------------------------- shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives reasonable noticeaccess during normal business hours during the period prior to the Effective Time to all its properties, the books, contracts, commitments, tax returns, personnel and records and, during such period, Company shall (shall, and shall cause each of its Subsidiaries to) afford , furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and personnel as Parent may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the officerstransactions contemplated hereby (including, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such periodwithout limitation, the Company integration of Company's business with Parent and its existing businesses) and shall (not interfere unnecessarily with normal operations. Parent shall, and shall cause each of its Subsidiaries to) furnish promptly , afford to Company and to Company's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the other Effective Time to all information concerning its business, properties, books, Contractscontracts, commitments, record tax returns, personnel and personnel as records and during such period, Parent may reasonably request. The Company shall (shall, and shall cause each of its Subsidiaries to) make available , furnish as promptly as practicable to the other party the appropriate individuals for discussion of Company such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as the Company may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Any such investigation by Parent or Company shall not affect the representations or warranties contained in this Agreement. Parent shall (and shall Company will hold, and will cause each of its Subsidiaries to) make available their respective directors, officers, partners, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions in confidence to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) extent required by, and (b) confidential in accordance with the terms provisions of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), letter agreements between Parent and the Company. Anything contained in the Confidentiality Agreement Company with respect to the contrary notwithstanding, the Company confidentiality and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14matters.

Access to Information; Confidentiality. (a) Upon reasonable notice, From the Company shall (and shall cause each date of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to this Agreement until the Effective Time, the Company will give Parent and Buyer and their authorized representatives (including counsel, consultants, financial advisors, accountants, banks, financial institutions and auditors), full access during normal business hours to all its properties, booksfacilities, Contracts, commitments personnel and operations and to all books and records and, during such period, of the Company and the Subsidiaries, will permit Parent and Buyer and their authorized representatives to make such inspections as it may reasonably request and will cause its officers and those of the Subsidiaries to furnish Parent and Buyer and their authorized representatives with such financial and operating data and other information with respect to its business and properties as Parent and Buyer or such representatives may from time to time request; provided, that, any such inspections and examinations shall (be conducted at reasonable times and shall cause each of its Subsidiaries to) furnish promptly under reasonable circumstances in a manner not disruptive to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably requestCompany's day- to-day operations. The Company shall (give Parent and shall cause each of its Subsidiaries to) make available Buyer and their authorized representatives full and reasonable access to the other party Company's management and the appropriate individuals for discussion Company shall permit Parent and Buyer to approach and negotiate with any or all employees of the Company and each Subsidiary, including, but not limited to, managerial staff, in an effort to persuade them to continue in the employ of the Company and each Subsidiary pending the Closing and thereafter, and the Company shall use commercially reasonable efforts to assist Parent and Buyer in such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestnegotiations. No investigation pursuant by Parent or Buyer shall, however, diminish or obviate in any way, or affect the right of Parent or Buyer to this Section 5.4(a) shall affect rely upon, any representations or warranties of the parties herein representations, warranties, covenants or the conditions to the obligations agreements of the parties heretoCompany contained in this Agreement or in any other Company Agreement. (b) Upon reasonable noticeEach of Parent and Buyer agrees to keep confidential and not divulge to any other party or person (other than to the employees, Parent shall (attorneys, accountants and shall cause consultants of each who have a need to receive such information and other than as may be required by law or the rules of the Nasdaq Market) any information received from the Company, unless and until such documents and other information otherwise becomes publicly available. In the event of termination of this Agreement for any reason, each of its Subsidiaries to) afford to Parent and Buyer shall promptly return, or at the officers, employees, accountants, counsel and other representatives and agents election of the Company (collectively "Company Representatives")Company, reasonable access, during the period prior to the Effective Time, to destroy all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information non-public documents obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, from the Company and Parent hereby agree that each any copies or notes of such party may issue press release(sdocuments (except as otherwise required by law) or make other public announcements and, upon the request of the Company, confirm such destruction to the Company in accordance with Section 5.14writing.

Access to Information; Confidentiality. (a) Upon Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or the Company Subsidiary is a party (which such Person shall use its commercially reasonable noticeefforts to cause the counterparty thereto to waive), from the date of this Agreement to the Effective Time, the Company shall (shall, and shall cause the Company Subsidiary and each of its Subsidiaries their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) afford provide to Parent and the Purchaser and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) access at reasonable times upon prior notice to the officers, employees, accountantsagents, counsel Significant Customers, Significant Suppliers, properties, offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Company Subsidiary and to the Effective Time, to all its properties, books, Contracts, commitments books and records andthereof (including Tax Returns) (provided that, during such periodwith respect to access to Significant Customers and Significant Suppliers, the Company and the Company Representatives shall only be required to use commercially reasonable efforts to provide such access); and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record Personnel and personnel as Parent may reasonably request. The other aspects of the Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel Company Subsidiary as Parent or the Parent Representatives may reasonably request. No investigation conducted pursuant to this Section 5.4(a5.3(a) shall affect or be deemed to modify or limit any representations representation or warranties of warranty made by the parties herein or the conditions to the obligations of the parties heretoCompany in this Agreement. (b) Upon reasonable noticeWith respect to the information disclosed pursuant to Section 5.3(a), Parent shall (comply with, and shall cause each the Parent Representatives to comply with, all of its Subsidiaries to) afford to obligations under the officers, employees, accountants, counsel Unilateral Confidentiality and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Non-Disclosure Agreement (the "Confidentiality Agreement")effective November 24, 2009, by and between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14(the “Confidentiality Agreement”).

Access to Information; Confidentiality. Subject to compliance with applicable Law (aincluding antitrust and competition Laws) Upon reasonable noticeand appropriate disclosure limitations to maintain attorney-client privilege, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), advisors full access upon reasonable access, advance notice and during normal business hours during the period prior to the Effective Time, Time or the termination of this Agreement to all its their respective properties, assets, books, records, Contracts, commitments Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall (shall, and shall cause each of its Subsidiaries to) , furnish promptly to the other all Parent any information concerning its businessbusiness as Parent may reasonably request (including the work papers of Xxxxx Xxxxxxxx LLP). Following the date of this Agreement and prior to the Effective Time, propertiesParent may (but shall not be required to), booksfollowing reasonable notice to the Company, Contracts, commitments, record contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of , provided such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestreview is permissible under applicable Law. No investigation pursuant to this Section 5.4(a) by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representations representation, warranty, covenant, agreement or warranties other provision of this Agreement, or the obligations of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. Any request for information or contact pursuant to this Section 5.02(a) shall be directed to (or in a manner approved by) an executive officer of the Company. (ba) Upon reasonable noticeSubject to applicable law, the Company and Parent shall (shall, and shall cause each of its their respective Subsidiaries to) afford , cooperate to ensure an orderly transition and integration process in connection with the officersMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, employeesand preserve the value of, accountants, counsel and other representatives and agents the business of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all Surviving Corporation and its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoSubsidiaries. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeExcept as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable Law from the date of this Agreement to the Effective Time, the Company shall (and shall cause each of its the Company Subsidiaries to): (i) afford provide to Parent (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, "Representatives") reasonable access at reasonable times, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof (including, without limitation, access to the Company's accountants, counsel any correspondence between the Company and other representatives such accountants and agents of Parent (collectively "Parent Representatives"work papers prepared with respect to the Company by such accountants), reasonable access, during the period prior (ii) provide to Parent and its Representatives access to the Effective TimeReal Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to all its propertiesenter upon and investigate and collect air, bookssurface water, Contractsgroundwater and soil samples, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries toiii) furnish promptly to the other all such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel as Parent may reasonably request. The other aspects of the Company shall (and shall cause each of its the Company Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent its respective Representatives may reasonably request. No investigation conducted pursuant to this Section 5.4(a) 6.03 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made in this Agreement. (b) Upon reasonable noticeThe parties shall comply with, Parent shall (and shall cause each their respective Representatives to comply with, all of its Subsidiaries to) afford to their respective obligations under the officersConfidentiality Agreement dated January 26, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement 2000 (the "Confidentiality Agreement"), ) between Parent and the Company. Anything contained in the Confidentiality Agreement Company with respect to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with information disclosed pursuant to this Section 5.146.03.

Access to Information; Confidentiality. (a) Upon Except (i) as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof (provided however the Company shall have used commercially reasonable noticeefforts to obtain the consent of such third party to provide such information) or (ii) as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege (provided that the Company shall use its commercially reasonable efforts to allow the disclosure of such information (or as much of it as possible) in a manner that does not result in a loss of attorney-client (or other legal) privilege), during the Pre-Closing Period, the Company shall (and shall cause each of its the Company Subsidiaries to): (x) afford provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents, Financing Sources and other representatives (including Representatives of the foregoing) (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Company Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records andthereof, during such period, the Company shall and (and shall cause each of its Subsidiaries toy) furnish as promptly as practicable to the other all Parent such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel as Parent may reasonably request. The other aspects of the Company shall (and shall cause each of its the Company Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent its Representatives may reasonably request. (b) All information obtained by Parent, Purchaser or its or their Representatives pursuant to this Section 7.01 shall be kept confidential in accordance with the confidentiality agreement, dated April 6, 2017 (the “Confidentiality Agreement”), between Kohlberg Kravis Xxxxxxx & Co. L.P. and the Company. Notwithstanding anything to the contrary herein, the Confidentiality Agreement shall survive any termination of this Agreement in accordance with its terms. (c) No investigation pursuant to this Section 5.4(a) 7.01 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountantscounsel, counsel financial advisors and other representatives to, afford to Purchaser and agents of Parent (collectively "Parent Representatives"), its representatives reasonable access, access during normal business hours during the period prior to the Effective Time, Time of the Purchase to all its properties, books, Contractscontracts, commitments commitments, personnel and records and, during such period, the Company shall (shall, and shall cause each its officers, employees and representatives to, furnish promptly to Purchaser all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Purchaser set forth herein and compliance by the Purchaser of their respective obligations hereunder, during the period prior to the Effective Time of the Purchase, Purchaser shall provide the Company and its Subsidiaries representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Purchaser set forth herein and compliance by Purchaser of their obligations hereunder, and, during such period, Purchaser shall, and shall cause its subsidiaries, officers, employees and representatives to) , furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent such other party may from time to time reasonably request. The Company shall (and shall cause Except as required by law, each of the Company, and Purchaser will hold, and will cause its Subsidiaries torespective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. (b) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.5.02

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Sellers shall cause the Company to, and the Company shall (cause the Subsidiaries to, afford to Buyer and shall cause its accountants, counsel, financial advisors and other representatives, and to prospective lenders, placement agents and other financing sources and each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives")their respective representatives, reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective TimeClosing, to the Company’s and the Subsidiaries’ respective properties and facilities (including all its propertiesreal property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, Contractsfinancial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, commitments internal audit reports, and “management letters” (if any) from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries and, during such period, the Company shall (and shall cause each of its Subsidiaries to) promptly furnish promptly to the other all such information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's businessbusinesses, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives")and the Subsidiaries as Buyer shall reasonably request; provided, reasonable accesshowever, during such investigation shall not unreasonably disrupt the period prior Company’s operations. Prior to the Effective TimeClosing, the Sellers shall cause the Company to keep the Buyer informed as to all its properties, books, Contracts, commitments material matters involving the operations and records and, during such period, Parent shall (businesses of the Company and each of the Subsidiaries. The Sellers shall cause each of its Subsidiaries to) furnish promptly Company to the other all information concerning its business, properties, books, Contracts, commitments, record authorize and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party direct the appropriate individuals for discussion directors, managers and employees of each such entity's business, properties Subsidiary to have preliminary discussions as to matters involving the operations and personnel as business of the Company or such Subsidiary, as the Company Representatives case may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations be, with representatives of Buyer and its prospective lenders or warranties of the parties herein or the conditions to the obligations of the parties heretoplacement agents and other financial sources. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford Prior to the officersexecution of this Agreement, employeesAcquiror, its accountants, counsel and advisers have reviewed and investigated financial, tax and operating data and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior information with respect to the Effective TimeCompany and the Affiliated Entities, to all its propertiesand their offices, booksfacilities, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessassets, properties, booksemployees, Contractsbooks and records, commitmentsfor the purpose of confirming the accuracy of the representations and warranties of Seller and the Company contained in this Agreement. Neither that review and investigation by Acquiror, record nor any review and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation investi- gation made hereafter pursuant to this Section 5.4(a) 8.1(c), shall affect any representations representation or warranties of the parties herein warranty made by Seller or the conditions to the obligations of the parties heretoCompany hereunder. (b) Upon reasonable noticeNotwithstanding any other information or documents made available to Acquiror, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel or advisers, Seller and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior shall not be deemed to the Effective Time, have made to all its properties, books, Contracts, commitments Acquiror any representation or warranty other than those expressly made in Article VI; and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as neither Seller nor the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make be deemed to have made any representation or warranty to Acquiror with respect to any projections, estimates or budgets delivered to or made available to the Acquiror relating to future revenues, future expenses, future results of operations, future developer affiliations or future Members, or, except as set forth in Article VI, any other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoforward-looking data. (c) The parties hereto During the period from the date of this Agreement through the Closing Date, Seller and the Company shall keep all permit, and shall cause the Affiliated Entities to permit, Acquiror and its advisors, accountants, attorneys and representatives to have access, 49 during regular business hours and upon reasonable notice, to the offices, facilities, assets, properties, employees, books and records of the Company and the Affiliated Entities, and shall furnish, or cause to be furnished, to Acquiror, such financial, tax and operating data and other information obtained pursuant with respect to Section 5.4(a) such entities and (b) confidential their respective offices, facilities, assets, properties, employees, businesses and operations as Acquiror shall from time to time reasonably request. Acquiror shall hold, and shall cause its Affiliates, advisors, accountants, attorneys and representatives to hold, any non-public information so provided to Acquiror by or on behalf of Seller or the Company in connection with the transactions contemplated by this Agreement in confidence in accordance with the terms provisions of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14Agree- ment.

Access to Information; Confidentiality. (a) Upon reasonable noticenotice and subject to (i) restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of products and services or information relating to specific customers or other competitively sensitive information, the Company shall (shall, and shall cause each of its Subsidiaries to) afford subsidiaries to afford, to the officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent (collectively "Parent Representatives"), or Acquisition Sub reasonable accessaccess during normal business hours, during the period prior to the earlier of the termination of this Agreement and the Effective Time, to all its properties, books, Contractscontracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries subsidiaries to) furnish promptly to the other Parent, Fimalac-U.S. or Acquisition Sub all information concerning its business, properties, books, Contracts, commitments, record properties and personnel as Parent Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. The Company , and each shall (and shall cause each of its Subsidiaries to) make available to the other party Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of such entitythe Company's business, properties and personnel as Parent Parent, Fimalac-U.S. or the Parent Representatives Acquisition Sub may reasonably request. No Any such investigation pursuant to this Section 5.4(a) by Parent, Fimalac-U.S. or Acquisition Sub shall not affect any the representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeCompany contained in this Agreement. Parent, Parent shall (Fimalac-U.S. and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto Acquisition Sub shall keep all such information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement confidentiality letter dated January 25, 2000 (the "Confidentiality AgreementCONFIDENTIALITY LETTER"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Anything contained in Upon any termination of this Agreement, Parent shall, upon written request of the Confidentiality Agreement Company, destroy or collect and deliver to the contrary notwithstanding, the Company all documents obtained by it or any of its representatives pursuant to this Section 6.2 then in their possession and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14any copies thereof.

Access to Information; Confidentiality. (a) a. Upon reasonable notice, during the Pre-Closing Period, the Company shall (shall, and shall cause each Company Subsidiary and each of its Subsidiaries tothe Company Representatives to (i) afford provide to Parent and Merger Sub and the Parent Representatives access, at reasonable times and upon prior notice, to the officersCompany Representatives and the properties, employees, accountants, counsel offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Company Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent may reasonably request. The Company ; provided that such investigation shall (only be upon reasonable notice and shall cause each of its Subsidiaries to) make available be at Parent’s sole cost and expense; and provided further, that any such access shall be subject to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestfeasibility/permissibility under applicable Law (including any COVID-19 Measures). No investigation conducted pursuant to this Section 5.4(a) 5.3 shall affect or be deemed to modify or limit any representations representation or warranties of warranty made in this Agreement. b. With respect to the information disclosed pursuant to Section 5.3(a), the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeshall comply with, Parent shall (and shall cause each their respective Representatives to comply with, all of its their respective obligations under the Confidentiality Agreement, dated as of November 9, 2020, previously executed by the Company and Evercel, Inc. (the “Confidentiality Agreement”). c. This Section 5.3 shall not require the Company to permit any access, or to disclose any information (i) that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in any violation of any Contract or Law to which the Company or any of the Company Subsidiaries tois a party or is subject or cause any privilege (including attorney-client privilege) afford that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any Company Subsidiary, on the one hand, and Parent and Merger Sub or any of their respective Affiliates or Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of the immediately preceding clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the officers, employees, accountants, counsel and other representatives and agents extent doing so (A) would not (in the good faith belief of the Company (collectively "Company Representatives"after consultation with counsel, which may be in-house counsel), reasonable access, during ) reasonably be likely to result in the period prior violation of any such Contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each good faith belief of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company (after consultation with counsel, which may reasonably request. Parent shall (and shall cause each be in-house counsel)) be managed through the use of its Subsidiaries to) make available customary “clean-room” arrangements pursuant to which non-employee Representatives of the other party shall be provided access to such information; provided, further, that the appropriate individuals for discussion Company shall (1) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or any Company Subsidiaries’ obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined and (2) communicate to Parent and Merger Sub in reasonable detail the facts giving rise to such notification and the subject matter of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions information (to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant extent it is able to Section 5.4(a) and (b) confidential do so in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"first proviso in this Section 5.3(c), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14).

Access to Information; Confidentiality. (a) Upon Between the date of this Agreement and the Effective Time, upon reasonable notice, notice the Company shall (i) give Parent, Merger Sub and shall cause each of its Subsidiaries to) afford to the their respective officers, employees, accountants, counsel counsel, financing sources and other agents and representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, full access to all its propertiesbuildings, offices, and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, Contractsrecords and affairs of the Company, commitments and records and, during such period, whether located on the premises of the Company shall or at another location; (and shall cause each of its Subsidiaries toii) furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal securities laws or regulations; (iii) permit Parent and Merger Sub to make such inspections as they may require; (iv) cause its officers to furnish Parent and Merger Sub such financial, operating, technical and product data and other all information concerning its business, properties, books, Contracts, commitments, record with respect to the business and personnel properties of the Company as Parent and Merger Sub from time to time may reasonably request. The , including without limitation financial statements and schedules; (v) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and affiliates of the Company with the Company's prior written consent, which consent shall not be unreasonably withheld; and (vi) assist and shall cause each cooperate with Parent and Merger Sub in the development of its Subsidiaries to) make available to integration plans for implementation by Parent and the other party Surviving Corporation following the appropriate individuals for discussion of such entity's businessEffective Time; PROVIDED, properties and personnel as Parent or the Parent Representatives may reasonably request. No HOWEVER, that no investigation pursuant to this Section 5.4(a) 7.2 shall affect or be deemed to modify any representations representation or warranties of warranty made by the parties herein or Company herein. Materials furnished to Parent pursuant to this Section 7.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the conditions to the obligations of the parties heretotransactions contemplated hereby. (b) Upon reasonable noticeExcept as otherwise provided below, until Parent or Merger Sub acquires Shares pursuant to the Stockholder Agreements, Parent shall (and Merger Sub shall, and shall cause each their affiliates, agents and representatives to, keep secret and retain in confidence, and not use for the benefit of its Subsidiaries to) afford to any such person or others (other than in connection with this Agreement and the officerstransactions contemplated hereby), employees, accountants, counsel and other representatives and agents any confidential information of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, which Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as or Merger Sub obtained from the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b7.2. The restrictions on use and disclosure contained herein shall not apply if and to the extent any such information (i) shall affect is publicly available or becomes publicly available (through no action or fault of Parent or Merger Sub), (ii) was or is obtained by Parent or Merger Sub from a third party, PROVIDED that to the recipient's knowledge, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any representations other party with respect to such information or warranties material, (iii) was already in the possession of Parent or Merger Sub or known to Parent or Merger Sub prior to being disclosed or provided to them by or on behalf of the parties herein Company, PROVIDED that, to the recipient's knowledge, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, or (iv) is required to be disclosed in a legal proceeding or pursuant to applicable law, gaming regulations or the conditions rules or regulations of any national securities exchange or over-the-counter market. In the event that Parent or Merger Sub is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to the obligations disclose any of the parties hereto. (c) The parties hereto confidential information provided under this Section 7.2, such party shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms provisions of this Section 7.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Parent or Merger Sub is nonetheless, based on advice of its counsel, legally compelled to disclose the confidential information to any tribunal or else stand liable to contempt or suffer other censure or penalty, such party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Non- Disclosure Agreement (confidential information which such counsel advises such party is legally required to be disclosed, provided that such party shall use its reasonable efforts to preserve the "Confidentiality Agreement")confidentiality of the confidential information, between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, including without limitation by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the confidential information by such tribunal. The restrictions on use and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with disclosure of confidential information under this Section 5.147.2 shall expire three years from the date hereof.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (shall, and shall cause each of its the Company Subsidiaries to) , afford to the officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of Parent, Acquisition Sub or the financing sources of Parent (collectively "Parent Representatives"), or Acquisition Sub reasonable access, during normal business hours, during the period prior to the Effective Time, Time to all its properties, books, Contractscontracts, commitments and records and, during such period, the Company shall (and shall cause each of its the Company Subsidiaries to) furnish promptly to the other Parent or Acquisition Sub all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or Acquisition Sub may reasonably request, and each shall make available to Parent and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of the Company's business, properties and personnel as either Parent Representatives or Acquisition Sub may reasonably request. No investigation pursuant to this Section 5.4(a) Parent and Acquisition Sub shall affect any representations or warranties keep such information confidential in accordance with the terms of the parties herein or confidentiality agreement dated January 9, 2002 between Parent and the conditions to Company (the obligations of the parties hereto"Parent Confidentiality Agreement"). (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel counsel, financial advisors and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during normal business hours, during the period prior to the Effective Time, Time to all its properties, books, Contractscontracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other Company all information concerning its business, properties, books, Contracts, commitments, record properties and personnel as the Company may reasonably request. Parent , and each shall (and shall cause each of its Subsidiaries to) make available to the other party Company the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of such entityParent's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.reasonably

Access to Information; Confidentiality. (a) Upon Subject to Applicable Law, upon reasonable noticenotice to the Company, the Company shall (and shall cause the Company Subsidiaries and the officers, directors and agents of the Company and each of its Subsidiaries Company Subsidiary to) afford to the officers, employees, accountants, counsel Parent’s officers and Parent’s other representatives and agents of Parent (collectively "Parent Representatives"), authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimePre-Closing Period, to all its propertiesofficers, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its businessagents, properties, books, ContractsContracts and records, commitmentsand, record with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and personnel the Company Subsidiaries; and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. The None of the Company, any Company Subsidiary and any Representative of the Company shall be required to provide access to or to disclose information where such access or disclosure would (i) contravene any Applicable Law, Contract of the Company or any Company Subsidiary or Order, (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially and shall cause adversely interfere with the conduct of the business of the Company or any of the Company Subsidiaries; provided that (A) to the extent practicable, the Company, each Company Subsidiary and each of its Subsidiaries totheir Representatives have taken commercially reasonable steps to provide access to or to disclose such information on a basis that does not result in the effects described in clauses (i) make available through (iii), and (B) in the case of clause (ii), such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the other party Company, on terms mutually agreeable to Parent and the appropriate individuals for discussion of such entity's business, properties and personnel as Company). (b) No information or knowledge obtained by Parent or the Parent Representatives may reasonably request. No investigation Merger Sub pursuant to Section 6.02, this Section 5.4(a) 6.04 or otherwise shall affect or be deemed to affect or modify any representations representation, warranty, covenant or warranties of agreement made by the parties herein or Company contained herein, the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeto consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, Parent nor shall (any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of agreements made by the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to in this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (c) The parties hereto shall keep Each of Parent and Merger Sub acknowledges that all information obtained pursuant provided to Section 5.4(a) it or any of its Representatives by the Company or any of its Representatives in connection with this Agreement and (b) confidential the consummation of the Transactions shall be deemed to be provided under, and shall be treated in accordance with with, the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to compliance with applicable Laws, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), advisors full access upon reasonable access, advance notice and during normal business hours during the period prior to the Effective Time, Time or the termination of this Agreement to all its their respective properties, assets, books, records, Contracts, commitments Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall (shall, and shall cause each of its Subsidiaries to) furnish promptly , make available to the other all Parent any information concerning its businessbusiness as Parent may reasonably request (including the work papers of Ernst & Young LLP). Following the date of this Agreement and prior to the Effective Time, propertiesParent may (but shall not be required to), booksfollowing reasonable notice to the Company, Contracts, commitments, record contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. The Company shall (and shall cause each No investigation by Parent or any of its Subsidiaries to) make available to the officers, directors, employees, investment bankers, attorneys, accountants or other party the appropriate individuals for discussion advisors or representatives and no other receipt of such entity's business, properties and personnel as information by Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representations representation, warranty, covenant, agreement or warranties other provision of this Agreement, or the obligations of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Upon reasonable noticeWithout limiting the generality of the foregoing, Parent shall (during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to) afford , as and to the officersextent reasonably requested by Parent, employeesprovide Parent, accountantsto the extent applicable, counsel with (i) a complete and other representatives correct list of all licenses issued by the Federal Communications Commission (the "FCC") and agents held by the Company or any of its Subsidiaries (the "FCC Licenses"), (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (collectively "including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable law, the Company Representatives")and Parent shall, reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its their respective Subsidiaries to) furnish promptly , cooperate to ensure an orderly transition and integration process in connection with the Merger and the other all information concerning its businesstransactions contemplated by this Agreement in order to minimize the disruption to, propertiesand preserve the value of, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties business of the parties herein or the conditions to the obligations of the parties heretoSurviving Corporation and its Subsidiaries. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. From the date of this Agreement to the Effective Time (a) Upon reasonable noticeor earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall (shall, and shall cause each Company Subsidiary and each of its Subsidiaries totheir respective directors, officers, employees or authorized agents to (i) afford provide to Parent and Parent's Representatives access, at reasonable times upon prior notice, to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Company Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets (tangible and intangible, record including Intellectual Property), liabilities, Tax Returns, Tax elections and personnel all other workpapers (provided that with respect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or Parent's Representatives may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available be entitled to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requesthave a representative present at any inspection. No investigation conducted pursuant to this Section 5.4(a) 6.5 shall affect or be deemed to modify or limit any representations representation or warranties warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the parties herein or the conditions to the obligations termination of the parties hereto. (b) Upon reasonable notice, Parent shall (this Agreement and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably requestshall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Parent Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (and shall cause each i) where such access or disclosure would result in the loss of its Subsidiaries to) make available to the other party the appropriate individuals for discussion attorney-client privilege or work product privilege of such entity's business, properties and personnel as the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that with respect to any such binding agreements, and following execution of this Agreement, the Company Representatives may reasonably requestwill use commercially reasonable efforts, to the extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. No investigation Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential 6.5 in accordance with the terms Confidentiality Agreement, dated as of March 3, 2006 between the Confidential Non- Disclosure Agreement Company and Parent, as amended from time to time (the "Confidentiality Agreement"), between Parent and the Company. Anything contained As soon as practicable after delivering or making available any nonpublic information to any Person in the Confidentiality Agreement to the contrary notwithstandingconnection with a Superior Offer, the Company and shall deliver such nonpublic information to Parent hereby agree that each (to the extent such party may issue press release(s) or make other public announcements in accordance with Section 5.14information has not already been deliver to Parent).

Access to Information; Confidentiality. (a) Upon reasonable noticeThe parties shall comply with, and shall cause their respective Representatives (as defined below) to comply with, to the extent permitted by applicable Law, all of their respective obligations under the Confidentiality Agreement dated September 8 and September 9, 1999 (the "Confidentiality Agreement") between the Company and members of the Investor Group. Notwithstanding the Confidentiality Agreement, the Company acknowledges that Merger Sub may cause an information memorandum to be prepared and used in connection with the consummation of the financing of the Transactions; provided, that any recipient of such information memorandum shall be subject to customary confidentiality requirements. (b) Subject to the Confidentiality Agreement, from the date hereof to the Effective Time, the Company shall (and shall cause each of its Subsidiaries subsidiaries to) afford provide to the Merger Sub (and its officers, directors, employees, accountants, counsel consultants, legal counsel, agents and other representatives and agents of Parent (collectively representatives, collectively, "Parent Representatives")) access to all information and documents which Merger Sub may reasonably request regarding the business, reasonable accessassets, during liabilities, employees and other aspects of the period prior Company or its subsidiaries, except for attorney-client privilege information and information that is attorney work product. (c) From the date hereof to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries subsidiaries to): (i) provide to Merger Sub and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of the Company and its subsidiaries and to the books and records thereof and (ii) furnish promptly to the other all such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel other aspects of the Company and its subsidiaries as Parent may reasonably request. The Company shall (and shall cause each of Merger Sub or its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. , except for attorney-client privilege information and information that is attorney work product. (d) No investigation by Merger Sub, whether prior to the execution of this Agreement or pursuant to this Section 5.4(a) 7.04, shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information and subject to the procedures set forth on Section 5.6(a) of the Company Disclosure Schedules, the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford provide to Parent and its Representatives, to the officersextent reasonably requested by Parent, employeescopies of its and its Subsidiaries’, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its propertiescommitments, books, Contracts, commitments records and records correspondence, including financial and operating data on a product line and/or segment-level basis, materials filed with or furnished to any Governmental Authority, monthly profit and loss statements, balance sheets, capital expenditure details, bookings and backlog schedules, monthly management reporting packages, budget to actual reports and full year 2013 reforecasts, as well as reasonable access to its officers, key employees, subject matter experts and other personnel as agreed to by the Company and, during such periodsubject to the supervision by a Company employee, accountants, counsel, financial advisors, sales agents, distributors and other Representatives and (ii) afford access to the physical properties of the Company shall and its Subsidiaries accompanied by a Company employee and upon reasonable request, all of the foregoing to be used by Parent and its Representatives to conduct integration planning and to determine whether the conditions set forth in Article VI have been satisfied (and the Company agrees to provide, or cause to be provided, reasonable cooperation in connection therewith, provided, that all of the foregoing access or cooperation shall cause each not be unduly disruptive to the operation of its Subsidiaries to) the Company’s business). The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other all information concerning its and its Subsidiaries’ business, properties, books, Contracts, commitments, record properties and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable noticeExcept for disclosures permitted by the terms of the Confidentiality and Standstill Agreement, Parent shall (dated as of October 2, 2012, between GE Energy, LLC and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"as it may be amended from time to time, the “Confidentiality Agreement”), reasonable access, during the period prior to the Effective Time, to all Parent and its properties, books, Contracts, commitments and records and, during such period, Parent Representatives shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all hold information concerning its business, properties, books, Contracts, commitments, record and personnel as received from the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to in connection with the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to transactions contemplated by this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential Agreement in confidence in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and . In the Company. Anything contained in event of the Confidentiality termination of this Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with its terms, nothing in this Agreement shall be deemed to limit the restrictions applicable to Parent under the Confidentiality Agreement, including with respect to any information obtained by Parent pursuant to Section 5.145.6(a). (c) This Section 5.6 shall not require the Company to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in (i) any violation of any contract or Law to which the Company or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Person’s position in any pending or, what such Person believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to facilitate disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which appropriately designated Representatives of Parent shall be provided access to such information; provided, further, that the Company shall (x) notify Parent that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to Parent in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.6(c)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (d) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountantscounsel, counsel financial advisors and other representatives to, afford to Prairie Nevada and agents its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Prairie Nevada all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of Parent (collectively "Parent Representatives"), reasonable accessdetermining the accuracy of the representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its obligations hereunder, during the period prior to the Effective Time, Prairie Nevada shall provide the Company and its representatives with reasonable access during normal business hours to all its properties, books, Contractscontracts, commitments commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its obligations hereunder, and, during such period, the Company shall (Prairie Nevada shall, and shall cause each of its Subsidiaries officers, employees and representatives to) , furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent such other party may from time to time reasonably request. The Company shall (and shall cause Except as required by law, each of the Company and Prairie Nevada will hold, and will cause its Subsidiaries torespective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. (b) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 4.01 shall affect any representations or warranties of the parties Parties herein or the conditions to the obligations of the parties Parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party (a) Upon which such Person will use commercially reasonable noticeefforts to cause the counterparty thereto to waive), and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date of this Agreement to the Effective Time, the Company shall will, and will cause its directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) to: (i) provide to Parent and shall cause each of its Subsidiaries toMerger Sub and their respective Representatives (the “Parent Representatives”) afford reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of such party and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior its Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof (including Tax Returns) and shall cause each of its Subsidiaries to(ii) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel as Parent may reasonably request. The Company shall (other aspects of such party and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No , provided that no investigation pursuant to this Section 5.4(a) 6.2 shall affect or be deemed to modify any representations representation or warranties of warranty made by the parties Company herein or any of the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent hereto under this Agreement. The information referred to in the previous sentence shall (and shall cause each of its Subsidiaries to) afford be subject to the officersMutual Confidentiality Agreement, employeesdated February 10, accountants2011, counsel by and other representatives and agents of between the Company and Parent (collectively "Company Representatives"the “Confidentiality Agreement”), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation or disclosure, pursuant to this Section 5.4(b) 6.2 or otherwise, shall affect any modify or supplement the representations or and warranties of the parties herein Company in this Agreement, except as provided in the Company SEC Documents or in the conditions Company Disclosure Letter in each case as and to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained extent provided in the Confidentiality Agreement introductory paragraph to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14Article 4.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent's officers, employees, accountantscounsel, counsel financial advisors and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, access during the period prior to the Effective Time, Time to all its properties, books, Contractscontracts, commitments commitments, Returns, personnel and records and, during such period, the Company shall (shall, and shall cause each of its Subsidiaries to) , furnish as promptly as practicable to the other all Parent such information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent may from time to time reasonably request. The Company Any such investigation by Parent shall (and shall cause each of its Subsidiaries to) make available to not affect the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions contained in this Agreement. Except as required by law, Parent will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Company in confidence to the obligations extent required by, and in accordance with the provisions of, the letter agreement dated August 17, 1999, between Parent and Company with respect to confidentiality and other matters, and Parent agrees that, prior to the Effective Time, it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of the parties heretoCompany or any of its Subsidiaries. (b) Upon reasonable notice, Parent shall (shall, and shall cause each of its Subsidiaries to) , afford to the Company and to Company's officers, employees, accountantscounsel, counsel financial advisors and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, access during the period prior to the Effective Time, Time to all its properties, books, Contractscontracts, commitments commitments, Returns, personnel and records and, during such period, Parent shall (shall, and shall cause each of its Subsidiaries to) , furnish as promptly as practicable to the other all Company such information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as the Company may from time to time reasonably request. Parent Any such investigation by Company shall (and shall cause each of its Subsidiaries to) make available to not affect the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions contained in this Agreement. Except as required by law, Company will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Parent in confidence to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) extent required by, and (b) confidential in accordance with the terms of provisions of, the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement")letter agreement, dated August 17, 1999, between Parent and the Company. Anything contained in the Confidentiality Agreement Company with respect to confidentiality and other matters, and Company agrees that, prior to the contrary notwithstandingEffective Time, the Company and it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14any of its Subsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable noticeFrom the date of this Agreement to the earlier of the Combination Merger Effective Time and the termination of this Agreement in accordance with ARTICLE 6, the Company shall (Surge shall, and shall cause each of its Subsidiaries to) afford to the directors, officers, employees, accountants, counsel consultants, legal counsel, advisors, agents and other representatives (collectively, the “Surge Representatives”) to: (i) provide to Motor and the Merger Subs and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents of Parent and other representatives (collectively "Parent the “Motor Representatives"), ”) reasonable access, access at reasonable times during the period prior normal business hours upon reasonable advance written notice to the Effective Time, to all its properties, books, Contracts, commitments books and records andof Surge, (ii) make the officers of Surge available to Motor and the Motor Representatives, upon reasonable notice and during such periodnormal business hours, as Motor or the Company Motor Representatives shall from time to time reasonably request, and (and shall cause each of its Subsidiaries toiii) furnish promptly to the other all such information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel of Surge as Parent Motor or the Parent Motor Representatives may reasonably request. No request for reasonable purposes related to the consummation of the Transactions; provided, however, that no investigation pursuant to this Section 5.4(a4.3(a) shall affect or be deemed to limit or expand any representations representation or warranties warranty made by Surge in this Agreement or any of the parties herein or the conditions to the obligations of the parties heretoParties under this Agreement; provided, further, that any investigation pursuant to this ARTICLE ‎4 shall be conducted in such manner as not to interfere unreasonably with the normal operations of Surge’s business; provided, further, that Surge and the Surge Representatives shall not be required to provide access to the books and records of Surge or to furnish information (whether through Surge Representatives or otherwise) if doing so would (A) cause a violation of any obligation of Surge to a third party pursuant to an agreement with a third party to which Surge is a party as of the date of this Agreement (so long as Surge shall have used commercially reasonable efforts to obtain the consent of such third party to such access or furnishing of information), (B) cause a reasonable risk of loss of the attorney-client, work product or similar right, protection or privilege of Surge or (C) constitute a violation of applicable Law; provided that in each case Surge shall use commercially reasonable efforts to provide documents and information (or the contents thereof) to the extent practicable without waiving such privilege or protection or violating such agreement or Law. Each of Motor, ParentCo and each Merger Sub acknowledges that the information provided by Surge and the Surge Representatives to Motor and the Motor Representatives in connection with this Agreement and the Transactions are subject to the terms of the Confidentiality Agreement, dated January 1, 2019, by and between Surge and Motor (the “Confidentiality Agreement”). (b) Upon reasonable noticeThe Representative hereby agrees that it shall, Parent shall (and shall cause each of its Subsidiaries to) afford to the directors, officers, employees, accountants, counsel consultants, legal counsel, advisors, agents and other representatives to treat and agents of the Company (collectively "Company Representatives")hold in strict confidence any Confidential Information and will not use for any purpose, reasonable accessnor directly or indirectly disclose, during the period prior to the Effective Timedistribute, to all its propertiespublish, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) disseminate or otherwise make available to any third party any of the Confidential Information without ParentCo’s prior written consent. Notwithstanding the foregoing, the Representative may disclose Confidential Information in the event that the Representative is requested or required to disclose such Confidential Information pursuant to any Law or other party legal process; provided that the appropriate individuals for discussion Representative shall (i) provide ParentCo, to the extent legally permitted, with prompt written notice of such entity's businessrequirement so that the ParentCo or an Affiliate thereof may seek a protective Order or other remedy and (ii) furnish only that portion of such Confidential Information which is legally required to be provided pursuant to the applicable legal process as advised by counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. For purposes hereof, properties “Confidential Information” means all confidential or proprietary documents and personnel as information concerning Motor, ParentCo, Surge or any of their Affiliates (including any information of third parties where Motor, ParentCo, Surge or any of their Affiliates has an obligation to keep such information confidential), in each case obtained by the Company or the Company Representatives may reasonably request. No investigation Representative pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticePrior to the Effective Time, each of the Company shall (and Parent shall, and shall cause each of its Subsidiaries to) , afford to the other party and to the officers, employees, accountants, counsel counsel, financial advisers, brokers, consultants and other representatives and agents (collectively, “Representatives”) of Parent (collectively "Parent Representatives")such other party, reasonable accessaccess during normal business hours upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, including for the purpose of performing any environmental investigation (and, in the case of environmental investigation, at Parent’s cost and subject to Parent providing indemnification reasonably satisfactory to the Company for property damage) that Parent shall, in its propertiessole discretion, deem reasonably necessary or advisable, books, Contractscontracts, commitments commitments, personnel and records (including Bond Documents and related materials requested by Parent) and, during such period, each of the Company shall (and Parent shall, and shall cause each of its Subsidiaries to) , furnish promptly to the other party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, (ii) all other information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives such other party may reasonably request. No investigation pursuant request and (iii) all Tenant Deliveries and compliance certificates delivered to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretolender. (b) Upon Prior to the Effective Time, the Company shall use all reasonable efforts to cause Parent to have reasonable access to, and to consult and communicate with, the officers of Company Tenants during normal business hours upon reasonable advance notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto Each of the Company and Parent shall, and shall keep cause its Subsidiaries to, use all reasonable efforts to cause its Representatives to hold any nonpublic information obtained pursuant in confidence to Section 5.4(a) the extent required by, and (b) confidential in accordance with, and will comply with the terms of confidentiality provisions of, the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), agreement between Parent and the Company. Anything contained in Company dated March 1, 2005 (the “Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries Subsidiaries, to: (i) afford provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountantsagents, counsel properties, books and other representatives records of the Company and agents its Subsidiaries; and (ii) furnish promptly such information concerning Company and its Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Properties; PROVIDED, HOWEVER, that neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (collectively including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. No investigation conducted under this Section 5.3(a), however, will affect or be deemed to modify any representation or warranty made in this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated February 28, 2005 (the "Parent RepresentativesCONFIDENTIALITY AGREEMENT"), reasonable accessbetween Blackstone Real Estate Acquisitions IV L.L.C. and the Company with respect to the information disclosed under this Section 5.3. (c) Nothing contained in this Agreement shall give Parent, during directly or indirectly, rights to control or direct the period Company's or its Subsidiaries' operations prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior Prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's businessshall, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance consistent with the terms and conditions of this Agreement, exercise complete control and supervision over the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, operations of the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14its Subsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable noticeThe Company shall, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountantscounsel, counsel financial advisors and other representatives to, afford to Cayman Zhongtian and agents of Parent (collectively "Parent Representatives"), its representatives reasonable access, access during normal business hours during the period prior to the Effective Time, Time of the Exchange to all its and to Zhongtian’ properties, books, Contractscontracts, commitments commitments, personnel and records and, during such period, the Company shall (shall, and shall cause each its and Zhongtian’s officers, employees and representatives to, furnish promptly to Cayman Zhongtian all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Cayman Zhongtian set forth herein and compliance by Cayman Zhongtian of their respective obligations hereunder, during the period prior to the Effective Time of the Exchange, Cayman Zhongtian shall provide the Company and its Subsidiaries representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Cayman Zhongtian set forth herein and compliance by Cayman Zhongtian of their obligations hereunder, and, during such period, Cayman Zhongtian shall, and shall cause its subsidiaries, officers, employees and representatives to) , furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, booksfinancial condition, Contracts, commitments, record operations and personnel as Parent such other party may from time to time reasonably request. The Company shall (and shall cause Except as required by law, each of the Company and Cayman Zhongtian will hold, and will cause its Subsidiaries torespective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. (b) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeExcept as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Autoliv or Xxxxxx or any of their respective subsidiaries is a party or pursuant to applicable Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules the parties are required to comply, from the Company date of this Agreement to the Effective Time: (i) Autoliv shall (and shall cause each of its Subsidiaries subsidiaries to): (A) afford provide to the Xxxxxx (and its officers, directors, employees, accountants, counsel consultants, legal counsel, agents and other representatives and agents of Parent (collectively representatives, collectively, "Parent Representatives")) reasonable access at reasonable times, upon reasonable accessprior notice, during the period prior to its officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof and (and shall cause each of its Subsidiaries toB) furnish promptly to the other all such information concerning its business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel other aspects of it and its subsidiaries as Parent Xxxxxx or Xxxxxx'x Representatives may reasonably request. The Company . (ii) Xxxxxx shall (and shall cause each of its Subsidiaries subsidiaries to) make available ): provide to the other party the appropriate individuals for discussion of such entityAutoliv and Autoliv's businessRepresentatives reasonable access at reasonable times, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon upon reasonable prior notice, Parent shall (and shall cause each of its Subsidiaries toA) afford to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities and agents the books and records relating to the Retained Business, (B) to personnel at Xxxxxx'x corporate headquarters to the extent necessary to confirm the proper division of assets and liabilities between Spinco and Xxxxxx pursuant to the Company Distribution Agreement and the other Ancillary Agreements and (collectively "Company Representatives"C) to personnel at Xxxxxx'x corporate headquarters (and counsel, consultants and divisional Xxxxxx managers if appropriate), reasonable access, during with respect to Xxxxxx'x contingent liabilities in a manner consistent generally with the period approach taken by Xxxxxx and Autoliv prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent date of this Agreement. Xxxxxx shall (and shall cause each of its Subsidiaries subsidiaries to) furnish promptly to such information as Autoliv or Autoliv's Representatives may reasonably request concerning the other all information concerning its business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel as other aspects relating to (1) the Company may reasonably request. Parent shall Retained Business and (and shall cause each of its Subsidiaries to2) make available Xxxxxx, to the extent necessary to confirm the proper division of assets and liabilities between Spinco and Xxxxxx pursuant to the Distribution Agreement and the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably requestAncillary Agreements. No investigation conducted pursuant to this Section 5.4(b) 8.3 shall affect or be deemed to modify any representations representation or warranties warranty made in this Agreement. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the parties herein or reciprocal Confidentiality Agreements dated July 18, 1996 (the conditions "Confidentiality Agreements") between Autoliv and Xxxxxx with respect to the obligations of information disclosed pursuant to this Section 8.3 or any information disclosed by the parties heretoother party prior to the date hereof. (c) The parties hereto shall keep Effective upon the Spinoff, Xxxxxx will (i) assign all information obtained pursuant of its rights under the Confidentiality Agreements, other than with respect to Section 5.4(a) the Retained Business and (bii) confidential in accordance with the terms cause Spinco to assume all of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in obligations of Xxxxxx under the Confidentiality Agreement Agreements from and after the Spinoff, other than with respect to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14Retained Business.

Access to Information; Confidentiality. (a) Upon Prior to the Effective Time, Seller shall exercise its contractual rights under the Merger Agreement so as to use commercially reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) efforts to require that Knight Ridder will afford to Buyer and its Representatives, and following the officersEffective Time, employees, accountants, counsel Seller shall afford to Buyer and other representatives and agents of Parent (collectively "Parent its Representatives"), reasonable accessaccess during normal business hours, during throughout the period prior to the Effective Timeearlier of (i) the Closing and (ii) the Termination Date, to all its the properties, booksemployees, Contractscontracts, commitments commitments, books and records of the Acquired Companies and, during such periodto the extent related to the Business, the Seller Entities, and any report, schedule or other document filed or received by an Acquired Company or, solely to the extent related to the Business, any Seller Entity, pursuant to the requirements of applicable Laws. Notwithstanding the foregoing, Seller shall (and shall not be required to afford such access if it would unreasonably disrupt the operations of Seller or the Business, would cause each a violation of any agreement to which Seller or an Acquired Company or Buyer or any of its Subsidiaries to) furnish promptly is a party (provided, Seller shall use its reasonable efforts to obtain a waiver under such agreement to afford such access if reasonably requested by Buyer), would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the other all information concerning its businessdisclosing party, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each or any of its Subsidiaries to) make available or would constitute a violation of any applicable Law, nor shall Buyer or any of its Representatives be permitted to the other party the appropriate individuals for discussion perform any invasive onsite environmental procedure with respect to any property of such entity's business, properties and personnel as Parent any Seller Entity or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAcquired Company. (b) Upon reasonable noticeThe parties acknowledge that Seller, Parent shall Knight Ridder and the Fort Worth Business Press have previously executed a Confidentiality Agreement dated as of April 4, 2006 that HM Capital and Buyer have agreed to be bound by to the same extent as if they were parties thereto (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and shall cause effect in accordance with its terms and each of Buyer, HM Capital and Seller will hold, and will cause its Subsidiaries to) afford to the respective directors, officers, employees, agents and advisors (including attorneys, accountants, counsel consultants, bankers and other representatives and agents of financial advisors) to hold, any Evaluation Information (as defined in the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (bConfidentiality Agreement) confidential in accordance with the terms of the Confidential Non- Disclosure Confidentiality Agreement (provided that Buyer and HM Capital’s obligations thereunder shall terminate at Closing with regard to confidential information of the "Confidentiality Agreement"), between Parent Acquired Companies and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14Business).

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Company or any of the Parent Subsidiaries is a party or pursuant to 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 until the earlier of the Effective Time or the Termination Date, Company or EAI shall (ai) Upon provide or cause to be provided to Parent (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, "Representatives")) access at reasonable noticetimes upon prior notice to its officers, employees, agents, properties, offices and other facilities and, on an as needed basis, to those of EAI and to the books and records of Company and, as directly applicable, of EAI, and (ii) promptly furnish or cause to be furnished such information concerning Company's business, properties, contracts, assets, liabilities and personnel (and such of EAI as are directly applicable) as Parent or its Representatives may reasonably request. Parent's right of access and inspection shall be exercised in such a manner as not to unreasonably interfere with the operations of Company's or EAI's business and shall be coordinated with the President of Company. From the date of this Agreement until the earlier of the Effective Time or the Termination Date, neither Parent nor any of its Representatives shall meet (telephonically or in person) with any Company employee or agent without one of the Managing Stockholders being present; provided, however, that the Managing Stockholders shall make themselves available for such meetings as requested by Parent. Each of Parent and the Stockholders shall (and shall cause each of its Subsidiaries Representatives to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such periodabide by, the Company shall (terms of that certain confidentiality agreement dated March 21, 2000 by and shall cause each between Parent and Company, a copy of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel which is attached hereto as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. Annex G. No investigation conducted pursuant to this Section 5.4(a) 6.03 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made in this Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to compliance with applicable Laws and Judgments, the Company shall (shall, and shall cause each of its the Subsidiaries to) , afford to the Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, counsel consultants and other advisors and representatives all reasonable access upon reasonable advance notice and agents during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, officers and employees, and during such period the Company shall, and shall cause each of the Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (collectively "Parent Representatives"including the work papers of PricewaterhouseCoopers LLP, subject to the requirements of PricewaterhouseCoopers LLP), reasonable access. Subject to compliance with applicable Laws and Judgments, during the period prior to the Effective Time, to all its propertiesParent may (but shall not be required to), books, Contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other all information concerning its business, properties, books, Contracts, commitments, record and personnel such Company Personnel as Parent may reasonably request. The , in each case subject to such reasonable conditions as the Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requestspecify. No investigation pursuant to this Section 5.4(a) by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement; provided that for the avoidance of doubt, the information set forth in the Company Letter shall qualify the representations or and warranties of the parties herein or Company set forth in Article III and the conditions covenants of the Company set forth in Section 4.01, as and to the obligations extent provided for in the first sentence of Section 3.01 or in Section 4.01(a), as applicable. Except as required by any applicable Law or Judgment, Parent will hold, and will direct and cause its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the parties heretoCompany, the Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives confidential in accordance with the Confidentiality Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to Without limiting the officers, employees, accountants, counsel and other representatives and agents generality of the Company (collectively "Company Representatives"), reasonable accessforegoing, during the period prior to the Effective Time, to all its propertiesthe Company shall, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its the Subsidiaries to) furnish promptly , as and to the other extent reasonably requested by Parent, provide Parent with (i) a materially complete and accurate list of all information concerning its business, properties, books, Contracts, commitments, record licenses issued by the Federal Communications Commission (the "FCC") and personnel as held by the Company may or any of the Subsidiaries (the "FCC Licenses"), (ii) materially complete and accurate copies of each FCC License, (iii) if available, the address and physical location of the device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and accurate copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of the Subsidiaries and (vi) all reasonably request. available information in the possession of the Company or a Subsidiary necessary for Parent shall to make an independent determination that the Company and the Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable Law, the Company and Parent shall, and shall cause each of its Subsidiaries their respective subsidiaries to) make available , cooperate to ensure an orderly transition and integration process in connection with the Merger and the other party transactions contemplated by this Agreement in order to minimize the appropriate individuals for discussion of such entity's businessdisruption to, properties and personnel as preserve the Company or value of, the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties business of the parties herein or the conditions to the obligations of the parties heretoSurviving Corporation and its subsidiaries. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to applicable Law, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), advisors full access upon reasonable access, advance notice and during normal business hours during the period prior to the Effective Time, Time or the termination of this Agreement to all its their respective properties, assets, books, records, Contracts, commitments Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall (shall, and shall cause each of its Subsidiaries to) , furnish promptly to the other all Parent any information concerning its business, properties, books, Contracts, commitments, record and personnel business as Parent may reasonably requestrequest (including the work papers of Deloitte & Touche LLP). The Subject to applicable Law, following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to) make available , as and to the other party extent requested by Parent, provide Parent with (i) a complete and correct list of all licenses issued by the appropriate individuals for discussion of such entity's business, properties Federal Communications Commission (the “FCC”) and personnel as Parent held by the Company or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to(the “FCC Licenses”), (ii) afford to complete and correct copies of each FCC License, (iii) the officers, employees, accountants, counsel address and other representatives and agents physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each or any of its Subsidiaries toand (vi) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. necessary for Parent shall (and shall cause each of its Subsidiaries to) to make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, an independent determination that the Company and Parent hereby agree its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that each effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such party may issue press release(s) change of ownership or make other public announcements in accordance with Section 5.14control).

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to Section 7.1(b), from the Company Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article IX, TOK shall (i) provide to Courtland (and shall cause each of its Subsidiaries toCourtland’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) afford reasonable access during normal business hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives and agents facilities of Parent (collectively "Parent Representatives"), reasonable access, during the period prior TOK to the Effective Timefacilities, to all its offices, properties, technology, processes, books, Contractsbusiness and financial records, commitments officers, employees, business plans, budget and records andprojections, during such periodcustomers, suppliers and other information of TOK, and the Company shall (and shall cause each work papers of its Subsidiaries toindependent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of TOK; and (ii) furnish promptly to the other all Courtland such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsLiabilities, record personnel and personnel other aspects of TOK as Parent may reasonably requestrequested. The Company Subject to Section 7.1(b), from the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article IX, Courtland shall (and shall cause each of its Subsidiaries toi) make available provide to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall TOK (and shall cause each of its Subsidiaries toTOK’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) afford reasonable access during normal business hours upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of Courtland and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior its Subsidiaries to the Effective Timefacilities, to all its offices, properties, technology, processes, books, Contractsbusiness and financial records, commitments officers, employees, business plans, budget and records andprojections, during such periodcustomers, Parent shall (suppliers and shall cause each other information of Courtland and its Subsidiaries, and the work papers of its Subsidiaries toindependent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of Courtland and its Subsidiaries; and (ii) furnish promptly to the other all TOK such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsLiabilities, record personnel and personnel as the Company may reasonably request. Parent shall (other aspects of Courtland and shall cause each of its Subsidiaries to) make available as reasonably requested. Each of Courtland and TOK shall use its reasonable efforts to give prompt notice to the other party the appropriate individuals for discussion of any event or circumstance of which it becomes aware that results in any representation or warranty made by such entity's businessparty contained in this Agreement being untrue or inaccurate in any material respect or TOK, properties and personnel Courtland or Merger Sub, as the Company case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that the receipt of any information or the Company Representatives may reasonably request. No investigation delivery of any notice pursuant to hereto shall not limit or otherwise affect either party’s rights or obligations under this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (cb) The parties hereto Except as may be required by law or the Canadian Securities Exchange (“CSE”), no public disclosure of the transactions contemplated hereby will be made by either party without the prior consent of the other party. Xxxxxxxxx and TOK agree to cooperate in connection with all publicity and press releases relating to the transactions contemplated by this Agreement. Xxxxxxxxx and TOK agree to maintain the confidentiality of any information received from each other in connection with the transactions contemplated by this Agreement that is not otherwise generally available to the public (“Confidential Information”) for a period of one year following the termination of this Agreement. In the event that the Merger as contemplated in this Agreement is not consummated, each party shall keep all return any confidential schedules, documents or other written information obtained pursuant to Section 5.4(athe party who provided same in connection with this Agreement. Courtland and TOK agree that they will not, directly or indirectly, make reciprocal use for their own purposes of any information or confidential data relating to the other party or the other party’s business discovered or acquired by them, their representatives or accountants as a result of a party making available to them, their representatives and accountants, any information, books, accounts, records or other data and information relating to such party or such party’s business and each party agrees that they will not disclose, divulge or communicate orally, in writing or otherwise, any such information or confidential data so discovered or acquired to any other Person. Notwithstanding the foregoing, it is hereby acknowledged and agreed to by each of Courtland and TOK that: (i) each party or its representatives shall be at liberty to disclose any Confidential Information in the course of complying with applicable laws, regulations or the requirements of any lawful authority; and (bii) confidential nothing in accordance with the terms this Section 8.1(b) shall prevent either from entering into a business of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement a similar nature to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) business presently or make other public announcements in accordance with Section 5.14hereafter conducted by either party.

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives")or USF&G, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, Contractscontracts, commitments commitments, employees, auditors, agents, representatives and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries taken as a whole; and (iv) all other information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives other party may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives")Company, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, the books, Contractsrecords, commitments officers and records employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such party's Subsidiaries during such period pursuant to the requirements of any applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all information concerning its business, properties, books, Contracts, commitments, record correspondence or written communication with A.M. Best and personnel as the Company may reasonably request. Parent shall (and shall cause each or any of its Subsidiaries to) make available Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which primarily relates to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably requesttransactions contemplated hereby. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Confidentiality Agreement dated June 26, 1997 (the "Confidentiality AgreementPARENT CONFIDENTIALITY AGREEMENT"), between Parent and the Company. Anything contained in Company and the Confidentiality Agreement to confidentiality agreement dated July 30, 1997 (the contrary notwithstanding"COMPANY CONFIDENTIALITY AGREEMENT"), between the Company and Parent hereby agree that each such party may issue press release(s) shall apply with respect to information furnished thereunder or make hereunder and any other public announcements in accordance with Section 5.14.activities contemplated thereby. 43

Access to Information; Confidentiality. (a) Upon Except (i) as otherwise prohibited by applicable Law or the terms of any Contract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company shall use commercially reasonable noticeefforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company has used, or has caused its Subsidiaries, as applicable, to use, commercially reasonable efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the restrictions or limitations as are reasonable in response to COVID-19 or required by any COVID-19 Measures, the Company shall (and shall cause each the Company Subsidiaries to, solely for purposes that are, in good faith, related to the consummation of the Merger (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company and its Subsidiaries towith Parent and its Affiliates, and at Parent’s expense: (x) afford provide to Parent and its Representatives (including Debt Financing Sources) reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, accountants, counsel properties and offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives")the Company Subsidiaries, reasonable access, during the period prior and to the Effective Time, to all its properties, books, Contracts, commitments material books and records andthereof, during such period, the Company shall and (and shall cause each of its Subsidiaries toy) furnish promptly to the other all Parent such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities and personnel as Parent may reasonably request. The of the Company shall (and shall cause each of its the Company Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent its Representatives may reasonably request. No In the event that the Company or the Company Subsidiaries are withholding access or information requested by Parent or its Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company shall give notice to Parent of such fact and use commercially reasonable efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company, any of the Company Subsidiaries or any of their respective Representatives to provide any opinion to Parent or to prepare any reports, analyses or appraisals to the extent such report, analysis or appraisal is not otherwise readily available to the Company, the Company Subsidiaries or any of their respective Representatives. Any investigation conducted pursuant to the access contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of the Company Subsidiaries of their normal duties or (B) create a risk of damage or destruction to any property or assets of the Company or the Company Subsidiaries. Any access to the properties of the Company and the Company Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements. All requests for access pursuant to this Section 5.4(a) shall affect any representations or warranties 7.02 must be directed to specified Representatives of the parties herein or Company and the conditions Specified Stockholder from time to the obligations of the parties heretotime. (b) Upon reasonable noticeAll information obtained by Parent, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company Merger Sub or the Company their respective Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) Article VII shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) be kept confidential in accordance with the terms of the Confidential Non- Disclosure Agreement amended and restated mutual nondisclosure agreement, dated January 31, 2023 (the "“Confidentiality Agreement"”), between Parent Silver Lake Management Company V, L.L.C. and the Company. Anything contained Notwithstanding anything in the Confidentiality Agreement to the contrary notwithstandingcontrary, the Company term “Representatives” (as defined in the Confidentiality Agreement) shall hereafter be deemed to include any actual or potential financing sources of Parent and Parent hereby agree that each such party may issue press release(s) or make other public announcements its Representatives (as defined in accordance with Section 5.14the Confidentiality Agreement), including the Debt Financing Sources, without the need for “Required Consent” (as defined in the Confidentiality Agreement).

Access to Information; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officersduly authorized representatives of Acquirors, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, Contractscontracts, commitments records and records officers and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly make available to the other all Acquirors such information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives Acquirors may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent the Acquiror shall (and shall cause each of its Subsidiaries to) afford to the officersduly authorized representatives of Company, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, Contractscontracts, commitments records and records officers and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent Acquiror shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of Company such entity's information concerning its business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant ; provided, Acquiror shall have no obligation in response to this Section 5.4(b) shall affect any representations a reasonable request by the Company to provide access to or warranties of the parties herein or the conditions otherwise disclose to the obligations Company any information or documents, subject to the attorney-client privilege, or concerning any potential or proposed acquisition or disposition of the parties heretoany Person, business operation or material assets by Acquiror or any of its Subsidiaries (or other proposed material transactions) until such time as Acquiror or one of its Subsidiaries enters into a letter of intent with respect thereto. (c) The parties hereto shall keep all Parties will hold any information obtained pursuant that is nonpublic in confidence to Section 5.4(a) the extent required by, and (b) confidential in accordance with with, the terms provisions of the Confidential Non- Disclosure Mutual Confidentiality Agreement (the "Confidentiality Agreement"), between Parent Acquiror and the Company. Anything contained in , dated November 3, 2010 (the “Confidentiality Agreement”), which Confidentiality Agreement to will remain in full force and effect. (d) No such investigation by Acquirors shall affect the contrary notwithstanding, representations and warranties of the Company. (e) No such investigation by the Company shall affect the representations and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14warranties of the Acquirors.

Access to Information; Confidentiality. (a) Upon reasonable noticeprior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, counsel agents, properties, offices, and other representatives facilities and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contractsrecords, commitments contracts, and records and, during such period, other assets of the Company shall (and its Subsidiaries, and the Company shall, and shall cause each of its Subsidiaries to) , furnish promptly to the Parent such other all information concerning the business and properties of the Company and its business, properties, books, Contracts, commitments, record and personnel Subsidiaries as Parent may reasonably requestrequest from time to time. The Neither the Company shall (and shall cause each nor any of its Subsidiaries to) make available shall be required to provide access to or disclose information where such access or disclosure would jeopardize the other party the appropriate individuals for discussion protection of such entity's business, properties and personnel as Parent attorney-client privilege or the Parent Representatives may reasonably requestcontravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement. (b) Upon reasonable noticeParent and the Company shall comply with, Parent shall (and shall cause each their respective Representatives to comply with, all of its Subsidiaries to) afford to their respective obligations under the officersConfidentiality Agreement, employeesdated July 5, accountants2019, counsel between Parent and other representatives and agents of Company Financial Advisor as agent for the Company (collectively "Company Representatives"the “Confidentiality Agreement”), reasonable access, during which shall survive the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each termination of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential Agreement in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable noticeSubject to applicable Law or Judgment, (i) the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to the Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel consultants and other representatives and agents of Parent (collectively "Parent Representatives"), advisors reasonable access, access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time, Time or the termination of this Agreement to all its their respective properties, assets, books, records, Contracts, commitments Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall (shall, and shall cause each of its Subsidiaries to) furnish promptly , make available to the other all Parent any information concerning its businessbusiness as Parent may reasonably request (including the work papers of Ernst & Young LLP) subject to the requirements of Ernst & Young LLP) and (ii) following the date of this Agreement and prior to the Effective Time, propertiesParent may (but shall not be required to), booksfollowing reasonable notice to the Company, Contracts, commitments, record contact and personnel interview any Company Personnel as Parent may reasonably request; provided that Parent and its representatives shall coordinate any such activities with the Company with a view towards not unreasonably interfering with the business or operations of the Company. The No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company shall or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement and will comply with the terms of the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to) make available , as and to the other party extent requested by Parent, provide Parent with (i) a complete and correct list of all licenses issued by the appropriate individuals for discussion of such entity's business, properties Federal Communications Commission (the “FCC”) and personnel as Parent held by the Company or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to(the “FCC Licenses”), (ii) afford to complete and correct copies of each FCC License, which FCC Licenses contain: (A) the officers, employees, accountants, counsel address and other representatives and agents physical location of the device(s) covered by each FCC License, and (B) a written description of the purpose of the device(s) covered by each FCC License, (iii) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each or any of its Subsidiaries toand (iv) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as reasonably necessary for Parent to make an independent determination that the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion have complied with FCC rules regarding changes of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties ownership control of the parties herein FCC Licenses (including descriptions of any transactions that effected a change of ownership or the conditions to the obligations control of the parties heretoFCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that shall, and shall cause each such party may issue press release(s) or make of their respective Subsidiaries to, reasonably cooperate to ensure an orderly transition and integration process in connection with the Merger and the other public announcements transactions contemplated by this Agreement in accordance with Section 5.14order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) Upon Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (which such person shall use reasonable noticebest efforts to cause the counterparty to waive) from the date of this Agreement to the Effective Time, the Company shall (and Parent shall, and shall cause each of its Subsidiaries toand each of their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, "Representatives") afford to (i) ----------------- provide to the other party and its respective Representatives access at reasonable times upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of such party and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior its Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records andthereof and (ii) subject to applicable Laws relating to the exchange of information, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets, record liabilities, personnel and personnel as Parent may reasonably request. The Company shall (other aspects of itself and shall cause each of its Subsidiaries to) make available to as the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent its Representatives may reasonably request. No investigation conducted pursuant to this Section 5.4(a6.3(a) shall affect or be deemed to modify or limit any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made in this Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford With respect to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation disclosed pursuant to this Section 5.4(b) shall affect any representations or warranties of 6.3, the parties herein or shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the conditions to confidentiality agreement, dated November 14, 2001, previously executed by the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) Company and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement Parent (the "Confidentiality Agreement"); provided, between however, that the --------------------------- restrictions on Parent and the Company. Anything contained its Subsidiaries, Affiliates and Representatives set forth in paragraph 8 of the Confidentiality Agreement shall be inapplicable with respect to any of the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements transactions set forth in accordance with Section 5.14this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable noticeExcept as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their respective subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the Effective Time, (i) the Company shall (and shall cause each of its Subsidiaries subsidiaries to): (A) afford provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Company Subsidiaries and to the Effective Timebooks and records thereof, including access to all its conduct any reasonable environmental assessment and (B) furnish promptly to Parent such information concerning the business, properties, bookscontracts, Contractsassets, commitments liabilities, personnel and records and, during such period, other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; and (ii) Parent shall (and shall cause each its subsidiaries to, and use its reasonable best efforts to cause LNM to): (A) provide to the Company and the Company’s Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of its Parent and the Parent Subsidiaries toand to the books and records thereof and (B) furnish promptly to the other all Parent such information concerning its the business, properties, bookscontracts, Contractsassets, commitmentsliabilities, record personnel and personnel other aspects of Parent and the Parent Subsidiaries (including for the purposes of this Section 6.03(a)(ii)(B), LNM and its Subsidiaries) as Parent may is reasonably request. The necessary in order for the Company shall (and shall cause each of its Subsidiaries to) make available to perform a due diligence review with respect to the other party representations, warranties and covenants provided to the appropriate individuals for discussion of such entity's business, properties and personnel as Company pursuant to this Agreement. (b) All information obtained by Parent or the Company pursuant to this Section 6.03 shall be kept confidential in accordance with the confidentiality agreement, dated September 28, 2004 (the “Confidentiality Agreement”), between Parent Representatives may reasonably request. and the Company. (c) No investigation pursuant to this Section 5.4(a) 6.03 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto. (bd) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents Each of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in Company hereby waives the provisions of the Confidentiality Agreement as and to the contrary notwithstanding, extent necessary to permit the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14consummation of the transactions contemplated by this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice, From the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior date hereof to the Effective Time, to all its propertieseach of Parent, booksAcquiror and Target shall, Contracts, commitments and records and, during such period, the Company shall (and shall cause each their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of its Subsidiaries to) furnish promptly one another complete access at all reasonable times to the other all information concerning its businessone another's officers, employees, agents, properties, booksoffices, Contractsplants and other facilities and to all books and records, commitmentsand shall furnish one another with all financial, record operating and personnel other data and information as Parent each, through its officers, employees or agents, may reasonably request. The Company ; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Acquiror and Target shall, and shall cause each their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of its Subsidiaries toPxxxxx, Acquiror or Target, as the case may be. (c) make available In the event of the termination of this Agreement, Parent, Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the other party the appropriate individuals for discussion transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of such entity's business, properties and personnel as Parent or the Parent Representatives them may reasonably request. have made. (d) No investigation pursuant to this Section 5.4(a) 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. From the date of this Agreement to the Effective Time (a) Upon reasonable noticeor earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall (shall, and shall cause each Company Subsidiary and each of its Subsidiaries totheir respective directors, officers, employees or authorized agents to (i) afford provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, accountantsagents, counsel properties, offices and other representatives facilities of the Company and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior Company Subsidiaries and to the Effective Time, to all its properties, books, Contracts, commitments books and records and, during such period, the Company shall thereof and (and shall cause each of its Subsidiaries toii) furnish promptly to the other all such information concerning its the business, properties, books, Contracts, commitmentsassets (tangible and intangible, record including Intellectual Property), liabilities, Tax Returns, Tax elections and personnel all other workpapers (provided that with respect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or Parent’s Representatives may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available be entitled to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably requesthave a representative present at any inspection. No investigation conducted pursuant to this Section 5.4(a) 6.5 shall affect or be deemed to modify or limit any representations representation or warranties warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the parties herein or the conditions to the obligations termination of the parties hereto. (b) Upon reasonable notice, Parent shall (this Agreement and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably requestshall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Parent Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (and shall cause each i) where such access or disclosure would result in the loss of its Subsidiaries to) make available to the other party the appropriate individuals for discussion attorney-client privilege or work product privilege of such entity's business, properties and personnel as the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that with respect to any such binding agreements, and following execution of this Agreement, the Company Representatives may reasonably requestwill use commercially reasonable efforts, to the extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. No investigation Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential 6.5 in accordance with the terms Confidentiality Agreement, dated as of March 3, 2006 between the Confidential Non- Disclosure Agreement Company and Parent, as amended from time to time (the "“Confidentiality Agreement"”), between Parent and the Company. Anything contained As soon as practicable after delivering or making available any nonpublic information to any Person in the Confidentiality Agreement to the contrary notwithstandingconnection with a Superior Offer, the Company and shall deliver such nonpublic information to Parent hereby agree that each (to the extent such party may issue press release(s) or make other public announcements in accordance with Section 5.14information has not already been deliver to Parent).