Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets Subject to applicable Laws relating to the Company's Remote Sensing Technology. Each exchange of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Timeinformation, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents each of the Company and the its Subsidiaries to, afford the officers, employees and agents of to Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions Parent’s Representatives reasonable access at during normal business hours to all reasonable times to of the Company’s and its Subsidiaries’ commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, agentsaccountants, propertiescounsel, offices financial advisors and other facilities, books Representatives and records of the Company and each Subsidiary, and shall furnish promptly furnish to Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or submitted by the Company pursuant to the requirements of Federal or state securities Laws to the extent not available to the public through the SEC’s XXXXX system (and the Company shall deliver to Parent a copy of each report, schedule and other document proposed to be filed or submitted by the Company pursuant to the requirements of Federal securities Laws not less than five (5) business days prior to such filing) 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 information concerning the Company and its Subsidiaries’ businesses, properties and personnel as Parent may reasonably request. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of April 1, 2010, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent and its Representatives shall hold information received from the Company pursuant to this Section 5.6 in confidence in accordance with the terms of the Confidentiality Agreement. (b) Subject to the conditions in Section 5.6(a), (i) access for Parent and its Representatives shall include access to all material environmentally related audits, studies, reports, analyses and results of investigations performed with respect to the currently or previously owned, leased or operated properties of the Company or any of its Subsidiaries and (ii) Parent and its Representatives shall have the right to conduct (or cause an environmental consultant to conduct) Phase I Environmental Site Assessments and compliance audits at any real property owned, operated or leased by the Company or any of its Subsidiaries pursuant Subsidiaries, subject to any restrictions imposed in current leases, and the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestCompany shall cooperate in connection therewith. (c) Purchaser agrees to be bound by the terms of the confidentiality agreementNo investigation, dated May 8or information received, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with 5.6 will modify any of the Confidentiality Agreementrepresentations and warranties of the parties hereto.

Access to Information; Confidentiality. Between the Agreement Date and the Closing (or the Delayed Closing or Later Closing only with respect to the Assets not transferred prior to the Delayed Closing or Later Closing, respectively), Parent and its Affiliates will (a) In connection with their investigation of the business of the Company, Parent give Buyer and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors agents, counsel, accountants, investment bankers, financial advisors, consultants and agents financing sources and other Representatives (collectively, the “Buyer Representatives”) reasonable access, upon reasonable notice and during Parent’s and its Affiliates’ normal business hours, to the offices, facilities, Books, Records and Files of the Company Business and to the Subsidiaries to, afford the Business’s executive officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employeesdirectors, agents, propertiescounsel, offices accountants, investment bankers, financial advisors and other facilitiesRepresentatives (collectively, books the “Business Representatives”), and records (b) furnish or make available to Buyer and the Buyer Representatives such financial and operating data and such other information with respect to the business and operations of the Company Business as Buyer or the Buyer Representatives may from time to time reasonably request. Buyer and each Subsidiarythe Buyer Representatives shall conduct any such activities in such a manner as to minimize any disruption to the Business’s business and not interfere unreasonably with the business or operations of the Business or otherwise cause any unreasonable interference. Notwithstanding the foregoing, and prior to the Closing, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), neither Buyer nor any Buyer Representative shall promptly furnish Parent and Purchaser and persons providing contact any employee, officer, director, independent contractor, supplier, client or committing to provide customer of Parent or Purchaser its Affiliates in connection with financing for any information or matter regarding the Transactions with Business; provided, however, that Buyer or a Buyer Representative may contact such Persons in the ordinary course of Buyer’s business as long as Buyer or such Buyer Representative does not mention, discuss or allude to the transactions contemplated hereby. Notwithstanding the foregoing, Parent may withhold (i) any document or information, the disclosure of which would conflict with the terms of a copy confidentiality agreement with a third party in existence as of each reportthe Agreement Date, statement(ii) information that, schedule and if disclosed, would waive an attorney-client or other document filed privilege or received would constitute a waiver of rights as to attorney work product or attorney-client privilege, or (iii) information, the disclosure of which poses a material risk of violating applicable Law pursuant to advice of counsel. If any material is withheld by the Company or any of its Subsidiaries Parent pursuant to the requirements preceding sentence, Parent shall inform Buyer as to the general nature of federal the material being withheld and the parties shall use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the foregoing limitations would not apply. Notwithstanding anything to the contrary in this Section, materials provided to the other party or state securities laws its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or filed other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with any other governmental or regulatory authority similar restrictions (it being understood that such materials and (ii) all financial, operating and other data and the information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees contained therein to be bound provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). Except as otherwise agreed to by Parent, and notwithstanding termination of this Agreement, the terms and provisions of the confidentiality agreementConfidentiality Agreement, dated May 8as of August 2, 1998 2017 (the "“Confidentiality Agreement"”), between Buyer and Parent and the Company as if Purchaser was a party thereto. All shall apply to all information obtained furnished to Buyer or any Buyer Representative by Parent any Business Representative under this Agreement or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Buyer’s obligations under the Confidentiality Agreement shall terminate at the Closing.

Access to Information; Confidentiality. (a) In connection From the date hereof until the Closing (or until the earlier termination of this Agreement in accordance with their investigation Section 6.01), upon reasonable notice, Seller shall, as promptly as reasonably practicable: (i) afford Purchaser and its Representatives reasonable access to the personnel, properties and Books and Records of the Business; and (ii) furnish to Purchaser and its Representatives such additional Tax and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request (including, in the case of each clause (i) and (ii), furnishing such access and information as may be reasonably requested by Purchaser in order to (x) determine the Foreign Sale Purchase Price or prepare the Purchaser’s Allocation or (y) identify the Section 338(h)(10) Subsidiaries or determine whether to make any elections under Section 338(g) of the Code with respect to the transactions contemplated hereunder and by the Reorganization Agreement); provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of Seller or its Table of Contents Representatives and in such a manner as not to interfere unreasonably with the normal operations of the business of Seller or the CompanyBusiness Subsidiaries; provided, Parent and Purchaser have received from the Company certain estimatesfurther, projections and other forecasts for the business that neither Seller nor any of the CompanyBusiness Subsidiaries shall be required to disclose any information to Purchaser if such disclosure would, and certain plan and budget informationin Seller’s reasonable judgment (after consulting with its outside legal counsel): (w) contain information that in the reasonable, including, without limitation, estimates, projections, forecasts, plans good faith judgment of Seller is competitively sensitive; (x) jeopardize any attorney-client or budgets relating to other legal privilege or the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation protections of the adequacy and accuracy of all estimateswork product doctrine; (y) contravene any applicable Laws, projections, forecasts, plans and budgets so furnished fiduciary duty or Contract to it, and (iii) that it will not assert any claim against the Company which Seller or any of its Affiliates the Business Subsidiaries is a party; or (z) expose Seller or any of their respective directorsthe Business Subsidiaries to risk of liability for disclosure of sensitive or personal information; provided that, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or in any such persons liable case, Seller or the applicable Business Subsidiaries shall provide such information in redacted form as necessary to preserve such privilege or protections or comply with respect theretosuch Law or Contract or otherwise make appropriate substitute disclosure arrangements, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)extent practicable. (b) From The terms of the date hereof Confidentiality Agreement, dated as of March 22, 2016, between Seller and Purchaser (the “Confidentiality Agreement”), shall continue in full force and effect (including with respect to any information provided to Purchaser pursuant to Section 4.03(a)) until the Closing, at which time such Confidentiality Agreement shall terminate, other than with respect to the Effective Timeconfidentiality and non-use obligations contained therein with respect to Evaluation Material (as defined therein) not related to the Business, which obligations shall continue in full force and effect for a period of five (5) years from the Closing Date. If this Agreement is, for any reason, terminated prior to the Closing, the Company Confidentiality Agreement shall continue in full force and effect in all respects. Notwithstanding anything herein to the contrary, the parties agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement solely to the extent required to permit any action expressly contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms. (c) For a period of five (5) years from the Closing Date (provided, that with respect to trade secrets of the Business, the confidentiality obligations in this Section 4.03(c) shall remain in effect for so long as the relevant information remains a trade secret under applicable Law), Seller shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times hold in confidence any nonpublic information (“Business Information”) to the officers, employees, agents, properties, offices extent relating to the Business from and other facilities, books and records of after the Company and each Subsidiary, and Closing; provided that the foregoing restriction shall promptly furnish Parent and Purchaser and persons providing or committing not apply to provide Parent or Purchaser with financing for the Transactions with information that (i) a copy is or becomes generally available to the public other than through an action or inaction by Seller or its Representatives in breach of each reportthe terms of this Agreement, statement, schedule and other document filed or (ii) is received by Seller or its Representatives from Purchaser or any of its Representatives in the Company ordinary course of business pursuant to commercial or business arrangements unrelated to the Transactions (but such information shall remain subject to the confidentiality restrictions governing such relationship), (iii) is received by Seller or its Representatives from a source other than Purchaser or any of its Representatives, or (iv) was independently developed by Seller or its Representatives without use of Business Information; provided that, in the case of clause (iii) above, the source of such information was not to the knowledge of Seller (after due inquiry) bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Purchaser or any of its Subsidiaries pursuant with respect to such information. In the event that Seller or any of its Representatives are requested or required by Law to disclose any of the Business Information Table of Contents other than as expressly permitted under the terms of this Agreement, Seller or such Representative will, to the requirements extent permitted by applicable Law, promptly notify Purchaser of federal any such request or state securities laws requirement so that Purchaser may, at its election (at Purchaser’s expense), seek a protective order or other appropriate remedy as Purchaser, in its sole discretion, deems appropriate. Nothing herein shall be deemed to prevent Seller or its Representatives, as the case may be, from complying with applicable Law that seeks disclosure of the Business Information if: (i) a motion for a protective order, motion to quash and/or other motion that was filed with any other governmental to prevent the production or regulatory authority disclosure of the Business Information has been denied; and (ii) all financialSeller’s legal counsel has advised Seller that compliance is required by applicable Law; provided, operating however, that Seller disclose only that portion of the Business Information that Seller’s or its Representatives’ legal counsel advises Seller or such Representative is required by applicable Law to be disclosed and other data that Seller and information as Parent or its Representatives will exercise commercially reasonable efforts to preserve the confidentiality of the remainder of the Business Information, including by providing Purchaser, through if permitted by Law, advance written notice of the information to be disclosed as far in advance of its officersdisclosure as practicable, employees and reasonably cooperating with Purchaser to obtain an appropriate protective order or agents, may reasonably request. other reliable assurance that confidential treatment will be afforded the information so disclosed; or (ciii) Purchaser agrees consents in writing to be bound having the Business Information produced or disclosed. In no event shall Seller, or any of its Representatives, oppose an action by Purchaser to obtain a protective order, motion to quash and/or other relief to prevent the terms production or disclosure of the confidentiality agreement, dated May 8, 1998 (Business Information or to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreementso disclosed.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents each Subsidiary of the Company and the Subsidiaries toeach of their respective directors, afford the officers, employees employees, agents or advisors (including attorneys, accountants, consultants, bankers and agents of financial advisors) (collectively, “Company Representatives”) (i) to provide to Parent and the Purchaser and persons providing their respective directors, officers, employees, agents or committing to provide advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, the “Parent or Purchaser with financing for the Transactions reasonable Representatives”) full access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiarythe Subsidiaries and to their books and records, (ii) upon notice by Parent to, and in coordination with, any of the individuals set forth on Section 5.3 of the Company Disclosure Schedule, to provide Parent and the Purchaser the reasonable opportunity to communicate with the Company Employees they expect to retain with respect to the benefits and compensation of such employees following the Acceptance Time, (iii) to furnish promptly such financial, operating and other data concerning the Company and its Subsidiaries as Parent or the Parent Representatives may request in writing, and (iv) to provide to Parent and the Purchaser such reasonable access to stock transfer records and other information related to the ownership of capital stock of the Company, including access to the Company’s transfer agent, as Parent may request. Such access shall include the right to conduct Phase I environmental reviews at any property, office or other facility of the Company and its Subsidiaries; provided, however, that such access shall not include any right to test or take samples of air, water, groundwater, soil or any other media at any property. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any Law. No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall promptly furnish cause the Parent Representatives to comply with, all of its obligations under the Nondisclosure Agreement, the confidentiality provisions of which shall survive and Purchaser be binding upon the Company and persons providing Parent until the Acceptance Time, notwithstanding anything to the contrary contained therein. (c) Within 15 Business Days after the date of this Agreement, the Company will provide to Parent the information described in the first sentence of Section 3.14(a) and in Section 3.14(b) with respect to Foreign Employee Benefit Plans. Prior to the delivery of such information, the representations and warranties in the first sentence of Section 3.14(a) and in Section 3.14(b) shall apply to Foreign Employee Benefit Plans only to the extent of the Knowledge of the Company. From and after the delivery of such information, the representations and warranties in the first sentence of Section 3.14(a) and in Section 3.14(b) shall be deemed to be made with respect to Foreign Employee Benefit Plans without regard to the preceding sentence. In addition, until the delivery of the information described in the preceding sentences, the representations and warranties set forth in the portions of Section 3.14 other than the first sentence of Section 3.14(a) and Section 3.14(b), as they relate to Foreign Employee Benefit Plans, shall be limited to the Knowledge of the Company. From and after the delivery of such information, the preceding sentence shall no longer apply. A “Foreign Employee Benefit Plan” is any Employee Benefit Plan that provides benefits only for employees or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy directors of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms who are employed outside of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality AgreementUnited States.

Access to Information; Confidentiality. (a) In connection with their investigation From the date of this Agreement to the business of the CompanyEffective Time, Parent and Purchaser have received from the Company certain estimatesshall, projections and other forecasts for the business of the Companyshall cause each Company Subsidiary, and certain plan shall use its reasonable best efforts to cause VELCO and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any each of their respective directors, officers, employees, agents, stockholdersaccountants, consultants, investment bankerslegal counsel, accountants or representativesadvisors, or hold the agents and other representatives (collectively, “Company or any such persons liable with respect theretoRepresentatives”) to: (i) provide to Parent and Merger Sub and their respective directors, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents, and agents of other representatives (collectively, the Company and the Subsidiaries to, afford the officers, employees and agents of “Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions Representatives”) reasonable access at all reasonable times during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company, any Company Subsidiary or VELCO, upon prior written notice to the Company, to the officers, employees, agentsauditors, properties, offices and other facilitiesfacilities of the Company, the Company Subsidiaries and VELCO and to the books and records thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and liabilities of the Company, Company Subsidiaries and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide VELCO as Parent or Purchaser with financing for the Transactions with Parent Representatives may reasonably request; and (iiii) a copy of to the extent permitted by Law, furnish promptly each report, statement, schedule and other document filed or received by the Company or any of its the Company Subsidiaries pursuant to the requirements of federal or state securities laws or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other governmental Governmental Entity; provided, however, that the Company shall not be required to (or regulatory authority and to cause any Company Subsidiary or VELCO to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (iiA) all financial, operating and other data and information as Parent result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or Purchaser, through its officers, employees or agents, may reasonably request. disclosure in a manner that does not result in a loss of attorney-client privilege); (cB) Purchaser agrees to be bound by the terms violate any obligations of the Company or any Company Subsidiary with respect to confidentiality agreementto any third party or otherwise breach, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and contravene or violate any then effective Contract to which the Company as if Purchaser was or any Company Subsidiary is a party theretoparty; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). All information obtained by Parent or Purchaser No review pursuant to this Section 6.04 5.3 shall have any effect for the purpose of determining the accuracy of any representation or warranty given by any of the parties hereto to any of the other parties hereto. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall cause each Parent Subsidiary and each Parent Representative to comply with, all of its obligations under the Confidentiality Agreement dated February 10, 2011 by and between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding the foregoing, the Confidentiality Agreement shall be kept confidential deemed amended as of the date hereof to permit Parent and its affiliates to take any action permitted to be taken hereunder, including any action taken by Parent in accordance connection with the Confidentiality Agreementan Acquisition Proposal by a Person other than Parent.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans Except as required pursuant to any confidentiality agreement or budgets relating similar agreement or arrangement to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any Company Subsidiary is a party or bound, and except as would result in the loss or waiver of its Affiliates any attorney-client, work product or any of their respective directorsother applicable privilege, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From from the date hereof of this Agreement to the Effective Time, the Company shallwill, and shall will cause the Subsidiaries each Company Subsidiary and the officers, directors, employees, auditors and agents each affiliate of the Company or any Company Subsidiary and each Representative of any of the foregoing (the “Company Representatives”) to: (i) provide to Parent and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide their respective Representatives (the “Parent or Purchaser with financing for the Transactions Representatives”) reasonable access at all reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, assets, offices and other facilitiesfacilities of such party and the Company Subsidiaries and to the books, books properties (specifically excluding the right to conduct environmental assessments), and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of such party and its Subsidiaries as Parent or the Parent Representatives may reasonably request, provided that no investigation pursuant to this Section 5.2 will affect or be deemed to modify any representation or warranty made by the Company herein or any of the conditions to the obligations of the parties hereto under this Agreement. In the event that Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing restricts access to any information as a result of any confidentiality agreement or committing similar agreement or arrangement to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by which the Company or any Company Subsidiary is a party or bound, or because such access would result in the loss or waiver of any attorney-client, work product or other applicable privilege, at the reasonable request of Parent the Company will use its Subsidiaries pursuant reasonable best efforts to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and make such information as available to Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees the Parent Representatives in a manner and subject to be bound by appropriate procedures and protocols as would not violate the terms of the such confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and agreements or similar agreements or arrangements to which the Company as if Purchaser was or any Company Subsidiary is a party theretoor bound or result in the loss or waiver of any attorney-client, work product or other applicable privilege. All The information obtained by Parent or Purchaser pursuant referred to in this Section 6.04 shall 5.2 will be kept confidential in accordance with subject to the Confidentiality Agreement, dated November 12, 2013, by and between the Company and Seagate Technology LLC (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company and the Subsidiaries to, afford the officers, employees and agents Representatives of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiarythe Subsidiaries, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser Buyer with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or PurchaserBuyer, through its officers, employees or agentsRepresentatives, may reasonably request. , except in each case with respect to any document or other information (ci) Purchaser agrees with respect to any potential or current litigation between the Company and the Subsidiaries, on the one hand, and Parent or any of its affiliates, on the other hand, that is subject to an attorney-client or other privilege or constitutes attorney work product or (ii) reasonably determined by the Company to relate to the litigation that is the subject of the Settlement Agreement or that relates to bona fide operational disputes between Parent and Buyer (collectively with all analyses, compilations, studies or other documents or records prepared by Parent, Buyer or any of their Representatives that contain or are otherwise reflect or are generated from such information, the “Confidential Information”); provided, however, that “Confidential Information” does not include any information provided by the Company or any of its subsidiaries to Parent or any of its subsidiaries pursuant to any Sprint PCS Management Agreement or related agreement in effect between the Company or any of its Subsidiaries, on the one hand, or Parent or any of its subsidiaries, on the other hand (each a “Sprint PCS Management Agreement”, and collectively, the “Sprint PCS Management Agreements”), which information shall be bound by treated in accordance with the terms of the confidentiality agreementapplicable Sprint PCS Management Agreement (the “Management Agreement Information”). In addition, from the date hereof to the Effective Time, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information, including Confidential Information or Management Agreement Information, for the purpose of evaluating the Merger or the other transactions contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement between the Company and Parent with respect thereto. (b) All Confidential Information furnished by the Company or its Representatives to Parent, Buyer or their respective Representatives, as the case may be, shall be treated as the sole property of the Company and shall be considered Proprietary Information of the Company pursuant to, and be subject to the terms and conditions of, the Agreement for Mutual Use and Non-Disclosure of Proprietary Information, dated May 8September 25, 1998 (the "Confidentiality Agreement")2009, between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 5.2 shall be kept confidential affect any representation or warranty in accordance with this Agreement of any party or any condition to the Confidentiality Agreementobligations of the parties.

Access to Information; Confidentiality. (a) In connection with their investigation From and after the date of this Agreement until the business of the CompanyEffective Time and upon reasonable notice, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford the officers, employees and agents of (A) provide to Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable Parent’s Representatives access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiaryits Subsidiaries and to the books and records thereof and (B) furnish to Parent such information concerning the business, properties, contracts, assets, liabilities, capital stock, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, and (ii) Parent shall, and shall promptly furnish cause its Subsidiaries 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 Parent and Purchaser its Subsidiaries and persons providing or committing to provide Parent or Purchaser the books and records thereof (so long as such access does not unreasonably interfere with financing for the Transactions with operations of Parent) and (iB) a copy of each reportfurnish to the Company such information concerning the business, statementproperties, schedule Contracts, assets, liabilities, personnel and other document filed aspects of Parent and its Subsidiaries as the Company or received its Representatives may reasonably request, in the case of the foregoing clauses (A) and (B) to the extent reasonably related to the prospective value of Parent Common Stock or to Parent’s ability to consummate the Transactions; provided, however, that no investigation pursuant to this Section 5.02 shall be deemed to modify any representation or warranty made by the Company or Parent; provided, further, that neither Parent nor the Company shall be required pursuant to this Section 5.02 to disclose any information to the extent that (x) in the reasonable good faith judgment of such party, any applicable Law requires such party or its Subsidiaries pursuant to restrict or prohibit access to any such properties or information, (y) in the requirements reasonable good faith judgment of federal such party, the information is subject to confidentiality obligations to a third party or state securities laws (z) disclosure of any such information or filed document would result in the loss of attorney-client privilege; provided, further, that with any other governmental or regulatory authority and respect to clauses (iix) all financialthrough (z) of this Section 5.02, operating and other data and information as Parent or Purchaserthe Company, through as applicable, shall use its officerscommercially reasonable efforts to (I) obtain the required consent of any such third party to provide such inspection or disclosure, employees or agents, may (II) develop an alternative to providing such information so as to address such matters that is reasonably request. (c) Purchaser agrees acceptable to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as and (III) in the case of clauses (x) and (z), utilize the procedures of a joint defense agreement or implement such other techniques if Purchaser was the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (b) To the extent that any of the information or material furnished pursuant to this Section 5.02 or otherwise in accordance with the terms of this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a party theretocommonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. All information obtained by Parent or Purchaser the parties hereto pursuant to this Section 6.04 5.02 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation TeleCorp agrees that, during the period commencing on the date hereof and ending on earlier to occur of the business termination of this Agreement in accordance with Article VIII or the CompanyClosing Date (in either case, Parent and Purchaser have received from the Company certain estimates"Interim ------------ ------- Period"), projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting it will give or cause to make be given to Tritel and its counsel, ------ financial advisors, auditors and other authorized representatives (collectively, "Representatives") such estimatesaccess, projectionsduring normal business hours and upon reasonable --------------- advance notice, forecaststo the plants, plans properties, books and budgetsrecords of TeleCorp and its Subsidiaries as Tritel may from time to time reasonably request; provided, -------- however, that it is familiar with TeleCorp shall have the right to have a representative present at ------- all such uncertaintiestimes, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so will furnish or cause to be furnished to itTritel and its Representatives such financial and operating data and other information as Tritel may from time to time reasonably request, and (iii) it will provide Tritel and its Representatives such access to the representatives, officers and employees of TeleCorp and its Subsidiaries as Tritel may reasonably request; provided, that all requests for information, to visit plants or facilities or to interview employees shall be directed to the Chief Financial Officer of TeleCorp or such other Person as he shall designate. Tritel agrees that it will, and will not assert any claim against cause its Representatives to, continue to treat all information so obtained from TeleCorp as "Evaluation Material" under the Company or Letter Agreement entered into ------------------- between TeleCorp and Tritel dated as of February 24, 2000 ( the "Confidentiality --------------- Agreement"), and will continue to honor its obligations thereunder and that, if --------- requested by TeleCorp, it will cause any of its Affiliates or any Representatives so requested to enter into a written agreement acknowledging the terms of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as Confidentiality Agreement and agreeing to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)be bound thereby. (b) From Tritel agrees that, during the date hereof Interim Period: (i) it will give or cause to be given to TeleCorp and its Representatives such access, during normal business hours and upon reasonable advance notice, to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agentsplants, properties, offices and other facilities, books and records of Tritel and its Subsidiaries as Tritel may from time to time reasonably request; provided, however, that Tritel shall have the Company -------- ------- right to have a representative present at all such times, (ii) it will furnish or cause to be furnished to TeleCorp and each Subsidiaryits Representatives such financial and operating data and other information as TeleCorp may from time to time reasonably request, and (iii) it will provide TeleCorp and its Representatives such access to the representatives, officers and employees of Tritel and its Subsidiaries as TeleCorp may reasonably request; provided, that all requests for information, to visit plants or facilities or to interview employees shall promptly furnish Parent be directed to the Chief Financial Officer of Tritel or such other Person as he shall designate. TeleCorp agrees that it will, and Purchaser will cause its Representatives to, continue to treat all information so obtained from Tritel as "Evaluation Material" under the Confidentiality Agreement, and persons providing or committing will continue to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report------------------- honor its obligations thereunder and that, statementif requested by Tritel, schedule and other document filed or received by the Company or it will cause any of its Subsidiaries pursuant Representatives so requested to enter into a written agreement acknowledging the requirements terms of federal or state securities laws or filed with any other governmental or regulatory authority the Confidentiality Agreement and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestagreeing to be bound thereby. (c) Purchaser Each of TeleCorp and Tritel agrees that, during the Interim Period: (i) it will give or cause to be bound by given to AT&T and its Representatives such access, during normal business hours and upon reasonable advance notice, to the terms plants, properties, books and records of it and its Subsidiaries as AT&T may from time to time reasonably request; provided, however, that TeleCorp or -------- ------- Tritel, as applicable, shall have the right to have a representative present at all such times; (ii) it will furnish or cause to be furnished to AT&T and its Representatives such financial and operating data and other information as AT&T may from time to time reasonably request; and (iii) it will provide AT&T and its Representatives such access to the representatives, officers and employees of TeleCorp and Tritel and their respective Subsidiaries as AT&T may reasonably request provided that all requests for information to visit plants or facilities -------- or to interview employees shall be directed to the Chief Financial Officer of Tritel or TeleCorp, as applicable, or to such other person as such Chief Financial Officer shall designate. AT&T agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Tritel or TeleCorp, as applicable, as confidential under the confidentiality agreementprovisions of its stockholders agreement with Tritel or TeleCorp, dated May 8as applicable, 1998 (and after the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance Effective Time with the Confidentiality AgreementHolding Company, and will continue to honor its obligations thereunder.

Access to Information; Confidentiality. (a) In connection with their investigation Standard shall and shall cause each of the business of Standard Subsidiaries to permit TCF full access on reasonable notice and at reasonable hours to its properties and shall disclose and make available (together with the Companyright to copy) to TCF and to the internal auditors, Parent and Purchaser have received from the Company certain estimatesloan review officers, projections employees, attorneys, accountants and other forecasts for representatives of TCF all books, papers and records relating to the business assets, stock, properties, operations, obligations and liabilities of Standard and the Company, and certain plan and budget informationStandard Subsidiaries, including, without limitation, estimatesall books of account (including, projectionswithout limitation, forecaststhe general ledger), tax records, minute books of directors' and shareholders' meetings, organizational documents, Bylaws, contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files (including, without limitation, legal research memoranda), documents relating to assets and title thereto (including, without limitation, abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to real or personal property), plans or budgets affecting employees, securities transfer records and shareholder lists, and any books, papers and records relating to other assets or business activities in which TCF may have a reasonable interest, including, without limitation, its interest in planning for integration and transition with respect to the Company's Remote Sensing Technology. Each business of Parent Standard and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimatesthe Standard Subsidiaries; provided, projections, forecasts, plans and budgetshowever, that it is familiar with such uncertaintiesthe foregoing rights granted to TCF shall, (ii) that it is taking full responsibility for making its own evaluation whether or not and regardless of the adequacy extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and accuracy covenants of all estimatesStandard set forth herein. In addition, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of Standard shall instruct its Affiliates or any of their respective directors, officers, employees, agentscounsel and accountants to be available for, stockholdersand respond to any questions of, consultants, investment bankers, accountants or such TCF representatives, or hold as arranged through the Company or any committee described in Section 4.1(g) hereof, at reasonable hours and with reasonable notice by TCF to such persons liable individuals, and to cooperate fully with respect thereto, except TCF in planning for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, integration of the Company makes no representation or warranty business of Standard and the Standard Subsidiaries with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)the business of TCF and the TCF Subsidiaries. (b) From the date hereof to the Effective Time, the Company TCF shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents each of the Company and the TCF Subsidiaries to, afford the provide to Standard and its officers, employees and agents representatives the same rights being granted by Standard and to TCF pursuant to Section 5.7(a); provided, however, that the foregoing rights granted to Standard shall, whether or not and regardless of Parent the extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the covenants of TCF set forth herein. In addition, TCF shall instruct its officers, employees, agents, properties, offices counsel and other facilities, books and records of the Company and each Subsidiaryaccountants to be available for, and shall promptly furnish Parent respond to reasonable questions of, representatives of Standard at reasonable hours and Purchaser and persons providing or committing with reasonable notice by Standard to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestsuch individuals. (c) Purchaser agrees All information furnished by Standard or TCF pursuant hereto shall be treated as the sole property of the party furnishing the information until the Effective Date, and, if the Effective Date shall not occur, the receiving party shall return to be the party which furnished such information, or destroy, all documents or other materials (including copies thereof) containing, reflecting or referring to such information. In addition, the receiving party shall keep confidential all such information and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall not apply to (i) any information which (A) was already in the receiving party's possession prior to the disclosure thereof to the receiving party by the party furnishing the information, (B) was then generally known to the public, (C) became known to the public through no fault of the receiving party or its representatives or (D) was disclosed to the receiving party by a third party not bound by the terms an obligation of the confidentiality agreement, dated May 8, 1998 or (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained ii) disclosures required by Parent law or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreementby governmental or regulatory authority.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets Subject to applicable Laws relating to the Company's Remote Sensing Technology. Each exchange of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimatesinformation, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From from the date hereof to of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shallwill, and shall will cause the its Subsidiaries and the officers, directors, employees, auditors and agents Representatives of the Company and the its Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser Merger Sub, and persons providing or committing to provide Parent or Purchaser with financing for the Transactions their respective Representatives, reasonable access at all during normal working hours upon reasonable times advance notice to the officers, employees, agents, assets, properties, offices offices, plants and other facilities, books and records of the Company and each Subsidiaryor any of its Subsidiaries; provided, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide however, that none of Parent or Purchaser with financing Merger Sub, or their respective Representatives, may access or enter onto any property, office, plant or other facility, or otherwise inquire about or investigate the Company’s or any of its Subsidiaries operations, for purposes of conducting any environmental site visit, assessment, investigation (including any testing, sampling or intrusive measures) without the Transactions with prior, express written consent of the Company. Notwithstanding anything in this Section 6.05 to the contrary, the Company may withhold any document or information the disclosure of which (i) would cause a copy violation of each reportapplicable Law or (ii) would be reasonably likely to risk a loss of legal privilege (provided that the Company will use its reasonable best efforts to allow for such access or disclosure (or as much as possible) in a manner that would not be reasonably likely to risk a loss of legal privilege). If any material is withheld by the Company pursuant to the immediately preceding sentence, statementit will, schedule to the extent possible without violating Law or risking a loss of legal privilege, inform Parent as to the general nature of what is being withheld. All information obtained by Parent or its Representatives pursuant to this Section 6.05 will be held confidential in accordance with the terms of the Confidentiality Agreement, dated November 15, 2016 (the “Confidentiality Agreement”), between the Company and other document filed or received by Parent. Notwithstanding any provision in this Agreement, Parent shall not be required to provide to the Company or any of its Subsidiaries pursuant or their respective Representatives, before, on or after the Closing Date, any right to the requirements access or to review any Tax Return or Tax workpaper of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through any of its officers, employees or agents, may reasonably request. Affiliates (c) Purchaser agrees to be bound by the terms other than of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"Company or any of its Subsidiaries for a Pre-Closing Tax Period or Straddle Period), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their No investigation of the business of the Companyby Buyer or Acquisition Subsidiary or other information received by Buyer or Acquisition Subsidiary shall operate as a waiver or otherwise affect any representation, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans warranty or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company agreement given or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)made by Seller hereunder. (b) From After the date hereof to the Effective TimeClosing, the Company shallSeller and its Affiliates will hold, and shall will use reasonable efforts to cause the Subsidiaries and the their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company and the Subsidiaries toPRC Assets, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times except to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing extent that such information can be shown to provide Parent or Purchaser with financing for the Transactions with have been (i) a copy in the public domain through no fault of each report, statement, schedule and other document filed Seller or received by the Company its Affiliates or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financiallater lawfully acquired by Seller from sources other than those related to its prior ownership of the PRC Assets, operating provided, however, that notwithstanding anything to the contrary in this Section 5.02(b), as more particularly set forth in Section 4.4 of the Intellectual Property Agreement, Seller shall have no any obligation to take any action for the preservation or protection of any AWS Rights (as defined in the Intellectual Property Agreement). The obligation of Seller and other data and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestthey would take to preserve the confidentiality of their own similar information. (c) Purchaser agrees On and after the Closing Date, Seller will afford promptly to be bound by Buyer, Acquisition Subsidiary and their agents reasonable access to the terms books of account, financial and other records relating to the Business (including, without limitation, accountant's work papers), employees and auditors to the extent necessary for Buyer or Acquisition Subsidiary in connection with any audit, investigation, dispute or litigation (other than a dispute between Buyer or its Affiliates with Seller or its Affiliates); provided that any such access shall not unreasonably interfere with the conduct of the confidentiality agreementbusiness of Seller and Seller may limit such access to the extent Seller, dated May 8in its reasonable discretion, 1998 deems necessary to protect or avoid harm to the AWS Trade Secrets or the AWS Patent Rights (as each of those terms is defined in the "Confidentiality Intellectual Property Agreement"). Buyer shall bear all of the out-of-pocket costs and expenses (including, between Parent without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the Company as if Purchaser was a party theretoforegoing. All Buyer, Acquisition Subsidiary and their Affiliates will hold, and will use all reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information obtained by Parent or Purchaser concerning the information and documents and records disclosed pursuant to this Section 6.04 5.01(c), except to the extent that such information can be shown to have been (i) in the public domain through no fault of Buyer or its Affiliates or (ii) later lawfully acquired by Buyer from sources other than those related to the access provided by Seller to Buyer, Acquisition Subsidiary and their Affiliates, employees and agents under this Section 5.01(c). Nothing in this Agreement shall be kept confidential limit, in accordance the event of a dispute between Buyer or its Affiliates with Seller or its Affiliates, a party's right to obtain discovery from the Confidentiality Agreementother party to the full extent permitted under applicable law.

Access to Information; Confidentiality. (a) In connection with their investigation Prior to the Closing Date, Seller shall cause the Companies to afford to Buyer and its Representatives reasonable access upon reasonable notice at reasonable times during normal business hours to all of the business properties, books, Contracts and records of the CompanyCompanies and, Parent during such period, Seller shall cause the Companies to furnish to Buyer such information that relates to the business, properties, financial condition, operations, senior personnel and Purchaser have received from the Company certain estimates, projections and other forecasts for the business employees of the CompanyCompanies as Buyer may from time to time reasonably request, other than any such properties, books, Contracts, records and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges information that (i) are subject to an attorney-client or other legal privilege that there are uncertainties inherent in attempting would be impaired by such disclosure (after taking into account, and taking reasonable steps to make such estimatesimplement, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, any common interest or other reasonable means to preserve privilege) or (ii) are subject to an obligation of confidentiality; provided, that it is taking full responsibility for making its own evaluation Seller agrees to use commercially reasonable efforts to obtain a waiver of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except obligation of confidentiality or make other arrangements (including redacting information or entering into joint defense agreements). All requests for claims based on fraud access or intentional misrepresentation information pursuant to this ‎Section 4.2 shall be directed to such Person or Persons as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)Seller shall designate. (b) From Until the date hereof later of the fifth anniversary of the Closing or such time as the information and access described below is no longer reasonably required by Buyer (provided that Seller shall give 30 days’ notice to Buyer prior to destroying any records to permit Buyer, at its expense, to examine, duplicate or repossess such books and records), Seller shall (i) afford promptly to Buyer and its Representatives reasonable access to Seller’s and its Affiliates’ Representatives and to any books and records of the Transferred Companies (or of Seller or any of its Affiliates, other than of the Transferred Companies, to the Effective Timeextent relating to the Business) not transferred by Seller or its Affiliates in accordance with Section 4.9(a) of this Agreement and (ii) provide information with respect to the Transferred Companies in a readily accessible form, in each case, to the extent reasonably required by Buyer for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory, Tax and accounting matters (including for any such matters related to the Services Agreement), relating to the Transferred Companies, and Seller shall cooperate fully with Buyer and its Representatives to furnish such books and records and information and make available such Representatives; provided that such access be at Buyer’s expense and does not unreasonably interfere with the conduct of the business of Seller. Notwithstanding the foregoing, (x) access to records relating to Taxes shall be governed exclusively by Section 8.4 and (y) Seller shall not be obligated to afford access to any books and records of, or provide any information with respect to, the Company Transferred Companies that are subject to an attorney-client or other legal privilege that might be impaired by such disclosure (and any such access or provided information shall be subject to the terms of Section 7.9) or in contravention of the terms of any Contract or in violation of any Applicable Law. Seller shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries its Affiliates to, afford implement an internal process to ensure the officers, employees and agents deletion of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times data relating to the officersTransferred Companies from any computers, employees, agents, properties, offices and hard drives or other facilities, books and records similar electronic devices prior to disposing of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestsuch device. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 7.01, upon reasonable notice, the Company shall (a) In connection with their investigation of the business of the Company, afford to Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the Parent’s Representatives reasonable access during normal business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating hours to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the ’s officers, employees, agents, properties, offices and other facilitiesbooks, books Contracts and records and (b) furnish to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, further, however, that the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing not be obligated to provide Parent such access or Purchaser with financing for information if the Transactions with Company determines, in its reasonable judgment, that doing so would reasonably be expected to (i) a copy violate applicable Law, (ii) waive the protection of each reportan attorney-client privilege, statementattorney work product protection or other legal privilege, schedule and other document filed or received by (iii) be adverse to the interests of the Company or any of its Subsidiaries pursuant in any pending or threatened Action against Parent or any of its Affiliates or (iv) involve documents or information relating to the requirements evaluation or negotiation of federal this Agreement or state securities laws the Transactions. Without limiting the foregoing, in the event that the Company does not provide access or filed with any other governmental information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the basis for such withholding and shall use its reasonable best efforts to make appropriate substitute arrangements under circumstances in which the xxxxx described in the foregoing clauses (i) through (iv) would not apply or, to the extent such arrangements are not feasible, to provide, to the extent feasible, the applicable access or information in a way that would not result in the xxxxx described in the foregoing clauses (i) through (iv); provided that the Company as if Purchaser was a shall not be required to provide such substitute arrangements or access or information to the extent the Company would incur third party theretofees or expenses in connection therewith. All requests for information obtained by Parent or Purchaser made pursuant to this Section 6.04 5.07 shall be kept confidential in accordance with directed to the Confidentiality AgreementPerson designated by the Company.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Legal Requirements and notwithstanding anything to the contrary in the Confidentiality Agreement, upon reasonable notice, the Company shall, will provide to Parent and shall cause the Subsidiaries and the its officers, directors, employees, auditors accountants, consultants, legal counsel, financial advisors, Debt Financing Sources, agents and agents other representatives (collectively, “Representatives”), subject to the other restrictions in this Section 6.3, reasonable access during normal business hours to the Company’s employees, properties, books, contracts and records, Tax Returns and other information as Parent may reasonably request regarding the business, assets, liabilities, employees, Taxes and other aspects of the Company and (but not including access to perform physical or environmental examinations or to take samples of the Subsidiaries tosoil, afford ground water, air or products without the officersprior written consent of the Company); provided, employees and agents of Parent and Purchaser and persons providing however, that the Company may restrict or committing otherwise prohibit access to provide Parent any documents or Purchaser with financing for the Transactions reasonable access at all reasonable times information to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with extent that (i) in the reasonable good faith judgment of the Company, any contract or applicable Legal Requirement requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a copy risk of each reportwaiving any attorney-client privilege, statementwork product doctrine or other applicable privilege applicable to such documents or information, schedule and other document filed or received by (iii) in the reasonable good faith judgment of the Company, such access would violate any obligations of the Company or any of its Subsidiaries subsidiaries with respect to confidentiality obligations to any third party. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the foregoing restrictions, including by (A) using its commercially reasonable efforts to obtain the required consent of any third party necessary (in the Company’s good faith judgment) to provide such disclosure or (B) providing such information in redacted form as is necessary to preserve such a privilege or comply with such Legal Requirement, or otherwise make appropriate substitute disclosure arrangements, to the extent possible, that are reasonably acceptable to Parent and the Company. Any investigation conducted pursuant to the requirements access contemplated by this Section 6.3 shall be conducted in a manner that does not unreasonably interfere with the conduct of federal the business of the Company and its subsidiaries or state securities laws create a risk of damage or filed with destruction of any other governmental property or regulatory authority and (ii) all financial, operating and other data and information as Parent assets of the Company or Purchaser, through any of its officers, employees or agents, may reasonably requestsubsidiaries. (cb) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All The information obtained by Parent or Purchaser provided pursuant to this Section 6.04 6.3 shall be kept confidential used solely for the purpose of the Merger and the transactions contemplated hereby. The parties shall comply with, and shall cause their respective Representatives to comply with, all of their or their Affiliates’ respective obligations under the Confidentiality Agreement, subject to Section 6.3(a). Notwithstanding anything in the Confidentiality Agreement to the contrary, the parties agree that (i) a Partial Company Transaction that is entered into in accordance with Section 6.5(e) shall not be deemed an Alternative Transaction (as defined in the Confidentiality Agreement), (ii) the standstill provisions in Section 12 of Confidentiality Agreement applicable to Parent, Acquisition Sub and their respective Affiliates shall not terminate upon the Company’s entry into an agreement providing for a Partial Company Transaction in accordance with Section 6.5(e) and (iii) in the event that the Company enters into a Partial Company Transaction in accordance with Section 6.5(e), the standstill provisions set forth in Section 12 of the Confidentiality Agreement shall remain in effect until the later to occur of (A) the expiration of the period set forth in Section 12 of the Confidentiality Agreement in accordance with the Confidentiality Agreementterms thereof and (B) the date that is six (6) months following the consummation of such Partial Company Transaction; provided that in no event shall such provisions terminate any later than June 30, 2017. The provisions in the foregoing sentence shall automatically cease to apply with respect to any Partial Company Transaction (or any agreement with respect thereto) that, following the Company’s entry into such agreement in accordance with Section 6.5(e), is amended or modified in a manner that has the effect of materially reducing the purchase price payable with respect thereto.

Access to Information; Confidentiality. (a) In connection with their investigation From the date hereof until the Closing, upon reasonable notice, each of the business of the Company, Parent Abbott and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges its Affiliates shall: (i) that there are uncertainties inherent in attempting afford Mylan and its authorized representatives reasonable access to make such estimatesthe personnel, projectionsthe properties and the Books, forecasts, plans Records and budgets, that it is familiar with such uncertainties, Files of the Business (including for the purpose of conducting environmental assessments or investigations at the Manufacturing Facilities) and (ii) furnish to the officers, directors, employees and authorized representatives of Mylan such additional financial and operating data and other information related to the Business (or copies thereof) as Mylan may from time to time reasonably request, including information related to the allocation of costs shared by the Business and the Abbott Other Businesses; provided, however, that it is taking full responsibility for making any such access or furnishing of information shall be scheduled and coordinated through the individual listed on Schedule 7.7(a) (or his designee or designees) and shall be conducted at Mylan’s expense, during normal business hours, under the supervision of Xxxxxx’x or its own evaluation Affiliates’ personnel and in such a manner as not to unreasonably interfere with the normal operations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company Business or any of the Other Abbott Businesses. Notwithstanding anything to the contrary in this Agreement, Abbott and its Affiliates shall not be required to disclose any information to Mylan if such disclosure would, as determined by Abbott in good faith, be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants applicable Laws or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)fiduciary duty. (b) From the date hereof until the Closing, upon reasonable notice, each of Mylan and its Affiliates shall: (i) afford Abbott and its authorized representatives reasonable access to the Effective Timeproperties and the Books, Records and Files of the Company shallMylan Parties and the Mylan Subsidiaries, and shall cause the Subsidiaries and (ii) furnish to the officers, directors, employees, auditors and agents authorized representatives of Abbott such additional financial and operating data and other information (or copies thereof) as Abbott may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be scheduled and coordinated through the individual listed on Schedule 7.7(b) (or his designee or designees) and shall be conducted at Xxxxxx’x expense, during normal business hours, under the supervision of Mylan’s or its Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Company business of the Mylan Parties and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times Mylan Subsidiaries. Notwithstanding anything to the officerscontrary in this Agreement, employeesMylan and its Affiliates shall not be required to disclose any information to Abbott if such disclosure would, agentsas determined by Mylan in good faith, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing be reasonably likely to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and jeopardize any attorney-client or other document filed legal privilege or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent contravene any applicable Laws or Purchaser, through its officers, employees or agents, may reasonably requestfiduciary duty. (c) Purchaser agrees Subject to be bound by Section 7.3 and Section 13.2, the terms of the confidentiality agreementConfidential Disclosure Agreement, dated as of May 82, 1998 2014, between Abbott and Mylan (the "“Confidentiality Agreement"”), shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate; provided, however, that, from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement (including the descriptions therein of items that do not constitute “Evaluation Material”), (i) Mylan shall, and shall cause its officers, directors, employees, authorized representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between Parent the Parties regarding this Agreement and the Company transactions contemplated hereby and all information to the extent relating to Abbott (other than, for the avoidance of the doubt, the Business), the Other Abbott Businesses or the Excluded Assets furnished by or on behalf of Abbott prior to the Closing (and all notes, memoranda, analyses, compilations, studies, forecasts, reports, samples, data, statistics, summaries, interpretations or other documents prepared by or on behalf of Abbott or its representatives that contain, reflect or are based upon, in whole or in part, such information), and (ii) Abbott shall, and shall cause its officers, directors, employees, authorized representatives and Continuing Affiliates to, treat and hold as if Purchaser was a party thereto. All confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the transactions contemplated hereby and all information to the extent relating to the Business in the possession of Abbott or any of its Affiliates prior to the Closing or obtained by Parent or Purchaser pursuant to this Section 6.04 7.18. In no event shall any Party use, or permit any other Person to use, the information to be kept confidential and not disclosed pursuant to the immediately preceding sentence for any purpose other than as expressly contemplated under this Agreement or any Ancillary Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in accordance with full force and effect. (d) Nothing provided to Mylan pursuant to Section 7.7(a) shall in any way amend or diminish Mylan’s obligations under the Confidentiality Agreement. Mylan acknowledges and agrees that any Evaluation Material (as defined in the Confidentiality Agreement) provided to Mylan pursuant to Section 7.7(a) or otherwise by or on behalf of Abbott or any officer, director, employee or authorized representative of Abbott shall be subject to the terms and conditions of the Confidentiality Agreement. Nothing provided to Abbott pursuant to Section 7.7(b) shall in any way amend or diminish Xxxxxx’x obligations under the Confidentiality Agreement. Abbott acknowledges and agrees that any Evaluation Material (as defined in the Confidentiality Agreement) provided to Abbott pursuant to Section 7.7(b) or otherwise by or on behalf of Mylan or any officer, director, employee or authorized representative of Mylan shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, Stewardship will permit and will cause Stewardship Bank to permit Columbia full access upon reasonable prior notice and during reasonable business hours to the properties of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Companysuch Stewardship Entities, and certain plan will disclose and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating make available (together with the right to copy) to Columbia and to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimatesinternal auditors, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, loan review officers, employees, agents, stockholders, consultants, investment bankersattorneys, accountants and other representatives of Columbia all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of the Stewardship Entities, including all books of account (including the general ledgers), Tax records, minute books of directors’ and shareholders’ meetings, organizational documents, bylaws, Contracts, filings with any Regulatory Authority, accountants’ work papers, litigation files (including legal research memoranda), documents relating to assets and title thereto (including abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to the real and personal property), Plans affecting employees, securities transfer records and shareholder lists, and any books, papers and records relating to any assets, business activities or representativesprospects in which Columbia may have a reasonable interest, or hold the Company or any such persons liable with respect thereto, except including its interest in planning for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty integration and transition with respect to the businesses of the Stewardship Entities; provided, however, that (i) the foregoing rights granted to Columbia will in no way affect the nature or scope of the representations, warranties and covenants of Stewardship set forth herein, and (ii) Stewardship will be permitted to keep confidential any estimatesinformation relating to legal matters, projectionsregulatory matters or the transactions contemplated by this Agreement that Stewardship reasonably believes is subject to legal privilege or other legal protection that would be compromised by disclosure to Columbia. In addition, forecastsStewardship will instruct the officers, plans or budgets referred employees, counsel and accountants of each of the Stewardship Entities to be reasonably available for, and respond to any questions of, such Columbia representatives during reasonable business hours and upon reasonable prior notice by Columbia to such individuals, and to cooperate fully with Columbia in this Section 6.04(a)planning for the integration of the businesses of the Stewardship Entities with the business of Columbia and its Affiliates. (b) From Any confidential information or trade secrets of each of the date hereof Stewardship Entities received by Columbia, or its Representatives in connection with the Merger or the other transactions contemplated hereby will be treated confidentially and held in confidence pursuant to the Stewardship NDA, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information or trade secrets or both will be destroyed by Columbia or, at Stewardship’s request, returned to Stewardship if this Agreement is terminated as provided in Article 8. Such information will not be used by Columbia or its agents to the detriment of the Stewardship Entities, and will at all times be maintained and held in compliance with this Section 5.3(b) until the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees In the event that this Agreement is terminated, neither Columbia nor Stewardship will disclose, except as required by Law or pursuant to be bound by the terms request of a Governmental Entity, the basis or reason for such termination, without the consent of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreementother party.

Access to Information; Confidentiality. (a) In connection Target shall permit Purchaser full access on reasonable notice and at reasonable hours to its properties and shall disclose and make available (together with their investigation of the business of right to copy) to Purchaser and to the Companyinternal auditors, Parent and Purchaser have received from the Company certain estimatesloan review officers, projections employees, attorneys, accountants and other forecasts for representatives of Purchaser all books, papers and records relating to the business assets, stock, properties, operations, obligations and liabilities of the Company, and certain plan and budget informationTarget, including, without limitation, estimatesall books of account (including, projectionswithout limitation, forecaststhe general ledger), tax records, minute books of directors' and shareholders' meetings, organizational documents, Bylaws, contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files (including, without limitation, legal research memoranda), documents relating to assets and title thereto (including, without limitation, abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to real or personal property), plans or budgets affecting employees, securities transfer records and shareholder lists, and any books, papers and records relating to other assets or business activities in which Purchaser may have a reasonable interest, including, without limitation, its interest in planning for integration and transition with respect to the Company's Remote Sensing Technology. Each business of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimatesTarget; provided, projections, forecasts, plans and budgetshowever, that it is familiar with such uncertaintiesthe foregoing rights granted to Purchaser shall, (ii) that it is taking full responsibility for making its own evaluation whether or not and regardless of the adequacy extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and accuracy covenants of all estimatesTarget set forth herein. In addition, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of Target shall instruct its Affiliates or any of their respective directors, officers, employees, agentscounsel and accountants to be available for, stockholdersand respond to any questions of, consultants, investment bankers, accountants or such Purchaser representatives, or hold as arranged through the Company or any committee described in Section 4.1(g) hereof, at reasonable hours and with reasonable notice by Purchaser to such persons liable individuals, and to cooperate fully with respect thereto, except Purchaser in planning for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, integration of the Company makes no representation or warranty business of Target with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)the business of Purchaser and the Purchaser Subsidiaries. (b) From the date hereof to the Effective Time, the Company Purchaser shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents each of the Company and the Purchaser Subsidiaries to, afford the provide to Target, its officers, employees and agents representatives the same rights being granted by Target to Purchaser pursuant to Section 5.7(a); provided, however, that the foregoing rights granted to Target shall, whether or not and regardless of Parent the extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and covenants of Purchaser and persons providing or committing to provide Parent or set forth herein. In addition, Purchaser with financing for the Transactions reasonable access at all reasonable times to the shall instruct its officers, employees, agents, properties, offices counsel and other facilities, books and records of the Company and each Subsidiaryaccountants to be available for, and shall promptly furnish Parent respond to reasonable questions of, representatives of Target at reasonable hours and Purchaser and persons providing or committing with reasonable notice by Target to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestsuch individuals. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained furnished by Parent Target or Purchaser pursuant to this Section 6.04 hereto shall be kept treated as the sole property of the party furnishing the information until the Effective Date, and, if the Effective Date shall not occur, the receiving party shall return to the party which furnished such information, or destroy, all documents or other materials (including copies thereof) containing, reflecting or referring to such information. In addition, the receiving party shall keep confidential all such information and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall not apply to (i) any information which (A) was already in accordance with the Confidentiality Agreementreceiving party's possession prior to the disclosure thereof to the receiving party by the party furnishing the information, (B) was then generally known to the public, (C) became known to the public through no fault of the receiving party or its representatives or (D) was disclosed to the receiving party by a third party not bound by an obligation of confidentiality or (ii) disclosures required by law or by governmental or regulatory authority.

Access to Information; Confidentiality. (a) In connection with their investigation of During the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the Subsidiaries “Company Representatives”) to, at Parent’s sole expense, (i) provide to Parent, Merger Sub and the their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and agents other representatives (collectively, the “Parent Representatives”) reasonable access, at reasonable times during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the Company and business of the Subsidiaries toCompany), afford upon reasonable prior notice to the officersCompany, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employeesadvisors, agents, Contracts, properties, offices and other facilities, books and records facilities of the Company and each Subsidiaryits Subsidiaries, 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 anything that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 4.4, to any Acquisition Proposal), and, with the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company and its Subsidiaries and (ii) furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, Liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that (A) none of the Company, any of its Subsidiaries or any Company Representative shall promptly furnish Parent and Purchaser and persons providing or committing be required to provide Parent access to or Purchaser with financing for to disclose information where such access or disclosure would (x) contravene any applicable Law, Order or the Transactions with (i) a copy confidentiality obligations as in effect on the Agreement Date under any Contract of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant Subsidiaries, (y) reasonably be expected to violate or result in a loss or waiver of any attorney client, legal or work product privilege of the Company or any of its Subsidiaries; provided that in each case in the foregoing clauses (x) and (y), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access to Parent and Merger Sub in compliance with applicable Law, and otherwise the Company shall use its reasonable best efforts to institute appropriate substitute disclosure arrangements, to the requirements extent practicable in the circumstances, (B) the Company shall not be required to afford access or furnish information to the extent such information relates to the applicable portions of federal the minutes of the meetings of the Company Board (including any presentations or state securities laws other materials prepared by or filed with for the Company Board) where the Company Board discussed (x) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other governmental Person, including the related sale process and deliberations of strategic alternatives, (y) any Acquisition Proposal or regulatory authority (z) any Intervening Event and (iiC) all financialnone of the Company, operating any of its Subsidiaries or any Company Representative shall be required to provide such access to the extent that the Company in good faith determines, in light of any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries or any other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestCompany Representative. (cb) Purchaser agrees to be bound by the terms of the confidentiality agreementParent, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates shall, and shall cause the Parent Representatives or Company Representatives, as if Purchaser was a party thereto. All applicable, to keep all information obtained by Parent or Purchaser received pursuant to this Section 6.04 shall be kept 4.2 or otherwise in connection with the Transactions (including information received prior to the Agreement Date) confidential to the extent such information would constitute Confidential Information as defined in accordance with the Confidentiality Agreement, and use such information solely in connection with the implementation of the Transactions or as otherwise permitted by the Confidentiality Agreement. Notwithstanding the foregoing, Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates, and the Parent Representatives or Company Representatives, as applicable, shall be permitted to disclose all or any part of such information as may be required by applicable Law, by obligations pursuant to any listing agreement with any national securities exchange or as may be requested by a Governmental Authority, as determined in good faith by the Party making such disclosure; provided that except to the extent prohibited by applicable Law, each Party shall promptly notify the other Party of the existence, terms and circumstances surrounding such a requirement or obligation reasonably in advance of such disclosure.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the Subsidiaries each Company Subsidiary and the each of its and their respective directors, officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and agents of the other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and the Parent Subsidiaries toand each of their respective directors, afford the officers, employees employees, accountants, consultants, legal counsel, advisors, agents and agents of other representatives (collectively, “Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable Representatives”) access at all reasonable times during normal business hours, upon prior notice to a Company Representative designated in Exhibit B.1 hereto, to the officers, employees, agents, properties, offices and other facilities, facilities of the Company or such Company Subsidiary and to the books and records thereof and (ii) furnish or cause to be furnished such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and each Subsidiarythe Company Subsidiaries as Parent, and Merger Sub or the Parent Representatives may reasonably request. Without limiting the foregoing, during the period prior to the Closing Date, the Company shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for as promptly as practicable (and in any event within thirty (30) days following the Transactions with (iend of each month) a copy of the following items (each reportof which shall be prepared in the same format as the comparable items that were made available to Parent prior to the date of this Agreement with respect to the month of October 2006): (a) an unaudited consolidated balance sheet of each division of the Company for each of the months ended after October 31, statement2006 and prior to the Closing Date, schedule and other document filed (b) the monthly operating report and a monthly income statement for each division of the Company and for each Company Health Care Facility for each such month, along with a comparison of the actual results for each line item to the budgeted amounts for such line item. (b) Without the prior written consent of the Company and, if required by the Company, without being accompanied by a Company Representative, prior to the Effective Time none of Parent, any Parent Subsidiary, or received by any Parent Representative shall contact or engage in any discussions with any customer or referral source of the Company or any Company Subsidiary regarding this Agreement or any of its Subsidiaries the transactions or actions contemplated by this Agreement. Section 6.3.2. With respect to the information disclosed pursuant to Section 6.3.1, the requirements Parties shall comply with, and Parent shall cause each Parent Representative and the Company shall cause each Company Representative to comply with, all of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of their respective obligations under the confidentiality agreement, dated May 8as of September 26, 1998 2006, between the Company and Parent (as such agreement may be amended from time to time, the "“Confidentiality Agreement"”), between Parent it being understood and agreed by the Parties that, notwithstanding Section 6.3.1, (i) the Company, the Company Subsidiaries and the Company as if Purchaser was Representatives shall have no obligation to furnish, or provide any access to, any information to any Person not a party thereto. All information obtained by Parent or Purchaser pursuant subject to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement, (ii) Section 6.3.1 shall not require the Company to take or allow actions that would unreasonably interfere with the Company’s or any Company Subsidiary’s operation of its business, and (iii) the Company shall not be required to provide access to or furnish any information if to do so would contravene any agreement to which the Company or any Company Subsidiary is a party or violate any Law, or where such access to information may involve the waiver of a disclosure privilege or be otherwise adverse to the interests of the Company or any Company Subsidiary.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to until the Effective TimeTime and subject to applicable Law and the terms of any Contract to which any Group Company is a party, upon reasonable advance notice from Parent, the Company shall, shall and shall cause the its Subsidiaries to (i) provide to Parent (and the Parent’s officers, directors, employees, auditors accountants, consultants, financial and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employeeslegal advisors, agents, properties, offices financing sources and other facilitiesrepresentatives, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request, and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company and each Subsidiaryor its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), and nothing in this Agreement shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by require the Company or any of its Subsidiaries pursuant to provide Parent or any of its Representatives with access to any books, records, documents or other information to the requirements extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided that, at the request of federal or state securities laws or filed with any other governmental or regulatory authority and Parent, the Company shall use its commercially reasonable efforts to obtain a waiver from such Third Party), (ii) all financialthe disclosure of such books, operating and records, documents or other data and information as Parent would result in the loss of attorney-client privilege which could not be reasonably remedied by use of common interest agreements or Purchaserother methods to maintain such privilege, through its officersor (iii) the disclosure of such books, employees records, documents or agents, may reasonably requestother information is prohibited by applicable Law. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent provided or Purchaser made available pursuant to this Section 6.04 6.03 shall be kept confidential in accordance with the Confidentiality Agreement. (d) Notwithstanding anything herein or the provisions of the Confidentiality Agreement, the parties hereto agree that restrictions contained in the Confidentiality Agreement on communications, discussions, negations, arrangements or understandings by and among the parties to the Consortium Agreement, the Financing Sources and any of their respective Affiliates and Representatives shall be inoperative and of no force and effect as of the date hereof. (e) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation From the date hereof until the earlier of the business Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Laws and the Companyterms of any existing Contracts, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the CompanyHighGold shall, and certain plan shall cause its Representatives to, afford to Contango and budget informationits Representatives, upon reasonable notice, such access as Contango may reasonably require at all reasonable times, including, without limitationfor the purpose of facilitating integration business planning, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholdersproperties, consultantsbooks, investment bankersrecords, accountants payroll, bank accounts and Contracts, and shall furnish Contango on a timely basis with all data and information relating to ongoing activities and programs at Xxxxxxx Tract Project or representativesas Contango may reasonably request from time to time, or hold including, if so requested by Xxxxxxxx and at the Company or any such persons liable with respect theretoexpense of Contango, except for claims based on fraud or intentional misrepresentation as allowing Representatives of Contango to which be present at the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)Xxxxxxx Tract Project. (b) From the date hereof to until the earlier of the Effective TimeTime and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Laws and the Company terms of any existing Contracts, Contango shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries its Representatives to, afford the officersto HighGold and its Representatives, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions upon reasonable notice, such access as HighGold may reasonably require at all reasonable times times, including, for the purpose of conducting due diligence, to the its officers, employees, agents, properties, offices books, records, payroll, bank accounts and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestContracts. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent Contango and the Company as if Purchaser was a party thereto. All HighGold acknowledge and agree that information obtained by Parent or Purchaser furnished pursuant to this Section 6.04 8.4 shall be kept confidential in accordance with subject to the terms and conditions of the Confidentiality Agreement. Any such investigation by the Parties and its Representatives under this Section 8.4 or otherwise shall not mitigate, diminish or affect the representations and warranties of the Parties contained in this Agreement or any document or certificate delivered pursuant hereto.

Access to Information; Confidentiality. (a) In connection with their investigation Subject to applicable Laws, the Company shall afford to Parent and its Representatives reasonable access (including, if applicable, the right at Parent’s expense to make copies) during normal business hours during the period from the date hereof until the earlier to occur of the business of Effective Time and the Companydate, if any, on which this Agreement is terminated pursuant to Section 8.1 to its and its Subsidiaries’ properties, books, work papers, operating and financial reports, Tax Returns, Contracts, commitments, Representatives and records and, during such period, the Company shall furnish to Parent promptly all other information concerning its business, properties and Purchaser have personnel as Parent may reasonably request. Each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of August 2, 2012, between Parent (or its Affiliate) and the Company certain estimates(as it may be amended from time to time, projections and other forecasts for the business of “Confidentiality Agreement”). Notwithstanding the Companyforegoing, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans the Company shall not be obligated to provide any such access or budgets relating information to the Company's Remote Sensing Technology. Each extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any Person or (z) would violate any Law applicable to it, its Subsidiaries or its business; it being understood and agreed that the Company shall advise Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, circumstances that it is familiar unable to comply with such uncertaintiesParent’s reasonable requests for information or access as a result of attorney-client privilege, (ii) that it is taking full responsibility for making confidentiality obligations or applicable Law and the Company shall use its own evaluation commercially reasonable efforts to generally describe the types of information being withheld. The disclosing party shall be entitled to have its Representatives present at all times during any inspection pursuant to this Section 6.2. No access or information provided pursuant to this Section 6.2 will affect any of the adequacy and accuracy representations or warranties of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to parties contained in this Section 6.04(a)Agreement. (b) From the date hereof Notwithstanding anything in this Section 6.2 to the Effective Timecontrary, the Company shall, and neither Parent nor any of its Representatives shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed contact or received by the Company or have any discussions with any of its Subsidiaries pursuant the Company’s employees below the level of Vice President, unless in each case an employee at or above the level of Senior Vice President has (A) made such employee available or (B) given written consent to the requirements of federal or state securities laws or filed discussions with any other governmental or regulatory authority and such employee, (ii) all financialdamage any property or any portion thereof, operating and other data and information as Parent or Purchaser, through its officers, employees (iii) perform any onsite procedure or agents, may reasonably requestinvestigation (including any onsite environmental investigation or study) that involves physical disturbance or damage to any property or any portions thereof. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All No access or information obtained by Parent or Purchaser provided pursuant to this Section 6.04 shall be kept confidential 6.2 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in accordance with this Agreement or the Confidentiality Agreementconditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation of Until the business of Closing, the CompanySellers will furnish, Parent and Purchaser have received from will cause the Company certain estimatesto furnish, projections Buyer and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directorsemployees, officers, employeesaccountants, attorneys, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices bankers and other facilities, books and records of authorized representatives (the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser "Buyer Representatives") with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information concerning the assets, commitments and properties of the Company and the Company Subsidiaries as Parent Buyer shall from time to time reasonably request and will afford Buyer Representatives reasonable access to the offices, properties, books, records, contracts and documents of the Company and the Company Subsidiaries and will be given the opportunity to ask questions of, and receive answers from, representatives of the Company and the Company Subsidiaries. As part of its investigation, Buyer shall have the right to conduct environmental assessments of the Company's and the Company Subsidiaries' properties, including soil and groundwater sampling, as it deems appropriate. No investigations by Buyer or Purchaserthe other Buyer Representatives shall reduce or otherwise affect the obligation or liability of the Sellers with respect to any representations, through warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Schedules referred to in Article 2 hereof, executed and delivered in connection with this Agreement, except as specifically provided in Section 7.3(a)(iii) hereof. The Company, the Company Subsidiaries and the Sellers will cooperate with Buyer and the Buyer Representatives in the preparation of any documents or other materials that may be required by any Governmental Entity. (b) Until the Closing, Buyer and the Buyer Subsidiaries will furnish each Seller and its employees, officers, employees or accountants, attorneys, agents, investment bankers and other authorized representatives (the "Seller Representatives") with all financial, operating and other data and information concerning the assets, commitments and properties of Buyer and the Buyer Subsidiaries as Sellers shall from time to time reasonably request and will afford the Seller Representatives reasonable access to the offices, properties, books, records, contracts and documents of Buyer and the Buyer Subsidiaries and will be given the opportunity to ask questions of, and receive answers from, representatives of Buyer and the Buyer Subsidiaries; provided, however, that Buyer and the Buyer Subsidiaries shall not be required to violate any of their obligations under any confidentiality agreement with a Person other than a party to this Agreement or an Affiliate thereof. No investigations by Sellers or the other Sellers Representatives shall reduce or otherwise affect the obligation or liability of Buyer and the Buyer Subsidiaries with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Schedules referred to in Article 3 hereof, executed and delivered in connection with this Agreement, except as specifically provided in Section 7.3(a)(iv) hereof. Buyer and the Buyer Subsidiaries will cooperate with Sellers and the Seller Representatives in the preparation of any documents or other materials that may reasonably requestbe required by any Governmental Entity. (c) Purchaser agrees The parties to be bound by the terms of the confidentiality agreementMutual Confidentiality and Nondisclosure Agreement, dated May 8as of June 24, 1998 2003 (the "Confidentiality Nondisclosure Agreement"), between Parent among the Company, First Reserve Corporation and the Company Basic Energy Services, Inc. agree to the continued terms thereof. (d) Each Seller (other than the First Reserve Fund, which is bound by the Nondisclosure Agreement) agrees to hold in confidence all, and not to disclose to others for any reason whatsoever any, non-public information received by it or its representatives from the other party hereto in connection with the transactions contemplated by this Agreement except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of such party as necessary in connection with the transactions contemplated hereby or as necessary to the operation of such party's business; and (iii) for information that becomes publicly available other than through such party. If the transactions contemplated by this Agreement are not consummated, each party hereto (a) will return to the other party hereto all non-public documents and other material obtained from such other party, and all copies, summaries and extracts thereof, or certify to such other party that such information has been destroyed and (b) agrees not to use for its own benefit or for the benefit of any other Person any non-public information received by it or its representatives or Affiliates from the other party in connection with the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, each party hereto may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby, and all materials of any kind (including opinions, if Purchaser was any or other tax analyses, if any) that are provided to it relating to such tax treatment and tax structure; provided, however, that this sentence shall not permit any disclosure that otherwise is prohibited by this Agreement (i) until the earlier of (x) the date of the public announcement of discussions relating to the Transaction, (y) the date of the public announcement of the Transaction, and (z) the date of the execution of an agreement (with or without conditions) to enter into the Transaction; or (ii) if such disclosure would result in a party theretoviolation of federal or state securities laws; or (iii) to the extent not related to the tax structure or tax aspects of the transaction. All information obtained by Parent or Purchaser pursuant to Moreover, nothing in this Section 6.04 Agreement shall be kept confidential construed to limit in accordance with any way any party's ability to consult any tax advisor regarding the Confidentiality Agreementtax treatment or tax structure of the transactions contemplated hereby. For the purposes of the foregoing sentence, (i) the "tax treatment" of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the "tax structure" of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction. Thus, for the avoidance of doubt, the parties acknowledge and agree that the tax treatment and tax structure of any transaction does not include the name of any party to a transaction or any sensitive business information unless such information is related or relevant to the purported or claimed federal income tax treatment of the transaction.

Access to Information; Confidentiality. (a) In connection with their investigation of Between the business of date hereof and the CompanyClosing, Parent and Purchaser have received from the Company certain estimates(i) shall give each of Parent, projections Bionova Mexico, Bionova U.S. and Sub and their authorized representatives reasonable access to all employees, all plants, offices, warehouses, and other forecasts for the business of the Companyfacilities, and certain plan all books and budget informationrecords, including, without limitation, estimates, projections, forecasts, plans or budgets relating to including work papers and other materials prepared by the Company's Remote Sensing Technology. Each independent public accountants, of Parent the Company and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiesthe Company Subsidiaries, (ii) that it is taking full responsibility for making its own evaluation shall permit each of the adequacy Parent, Bionova Mexico, Bionova U.S. and accuracy of all estimates, projections, forecasts, plans Sub and budgets so furnished their authorized representatives to itmake such inspections as they may reasonably require, and (iii) that it will not assert any claim against shall cause the Company's officers and those of the Company or any Subsidiaries to furnish each of its Affiliates or any of Parent, Bionova Mexico, Bionova U.S. and Sub and their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any authorized representatives with such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty financial and operating data and other information with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Company Subsidiaries toas they may from time to time reasonably request; provided, afford the officershowever, employees and agents of Parent and Purchaser and persons providing that no investigation pursuant to this Section shall affect any representation or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records warranty of the Company contained in this Agreement or in any agreement, instrument, or document delivered pursuant hereto or in connection herewith; and each Subsidiaryprovided further that the Company shall have the right to have a representative present at all times of any such inspections, interviews, and shall promptly furnish Parent and Purchaser and persons providing examinations conducted at or committing to provide Parent on the offices or Purchaser with financing for the Transactions with (i) a copy other facilities or properties of each report, statement, schedule and other document filed or received by the Company or any its affiliates or representatives. Each of its Subsidiaries pursuant Parent, Bionova Mexico, Bionova U.S. and Sub and their authorized representatives shall hold in confidence all such information on the terms and subject to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority conditions contained in the Confidentiality Agreement dated July 12, 1995, between the Company and (ii) all financialBionova U.S., operating as amended and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 supplemented (the "Confidentiality Agreement"), between Parent . (b) Between the date hereof and the Closing, Parent, Bionova Mexico, Bionova U.S., Sub and the Bionova Group (i) shall give the Company and its authorized representatives reasonable access to all employees, all plants, offices, warehouses, and other facilities, and all books and records, including work papers and other materials prepared by Bionova Mexico, Bionova U.S., Sub and the Bionova Group's independent public accountants, (ii) shall permit the Company and its authorized representatives to make such inspections as if Purchaser was a party thereto. All they may reasonably require, and (iii) shall cause Bionova Mexico, Bionova U.S., Sub and the Bionova Group's officers to furnish the Company and its authorized representatives with such financial and operating data and other information obtained by Parent or Purchaser with respect to Bionova Mexico, Bionova U.S., Sub and the Bionova Group as the Company may from time to time reasonably request; provided, however, that no investigation pursuant to this Section 6.04 shall be kept confidential affect any representation or warranty of Parent, Bionova Mexico, Bionova U.S. or Sub contained in accordance with this Agreement or in any agreement, instrument, or document delivered pursuant hereto or in connection herewith; and provided further that Parent, Bionova Mexico, Bionova U.S. or Sub shall have the right to have a representative present at all times of any such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Bionova Mexico, Bionova U.S., Sub or the Bionova Group or its affiliates or representatives. The Company and its authorized representatives shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation Between the date of this Agreement and the Closing Date, from 7:00 a.m. until 10:00 p.m. each and every day of the business week, Seller will afford to the officers and designated agents and representatives of Purchaser access to (i) all of the Companysites, Parent properties, books and Purchaser have received from the Company certain estimates, projections records of Seller and (ii) such additional financial and operating data and other forecasts for information as to the business and properties of the CompanySeller as Purchaser may from time to time reasonably request, and certain plan and budget information, including, including without limitation, estimatesaccess upon reasonable request to Seller's employees (including its managers and executive staff at Seller's headquarters), projectionscustomers (provided that Seller and Purchaser shall mutually designate customers to be contacted and the content of any such communications shall be mutually agreed), forecastsvendors, plans suppliers and creditors for due diligence inquiry. The Stockholders and Seller will cooperate with Purchaser, its representatives, agents, auditors and counsel in the preparation of any documents or budgets relating other material which may be required in connection with this Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the Company's Remote Sensing Technologyobligations of the parties to consummate the Transactions, unless Purchaser, in its sole discretion, consents in writing to such modification. Each Purchaser will promptly notify Seller if Purchaser becomes aware that any representation or warranty of Parent Seller or the Stockholders is untrue or inaccurate in any material respect or if Seller or the Stockholders are in breach of this Agreement. Seller and Purchaser acknowledges the Stockholders shall have a reasonable opportunity, not to exceed ten (10) business days, to cure any such untruth, inaccuracy or breach so long as (i) that there are uncertainties inherent the result of such cure does not materially and adversely affect Seller's business or, in attempting to make such estimatesPurchaser's sole judgement, projectionsthe value thereof, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of such untruth, inaccuracy or breach was committed 12 innocently and unknowingly by Seller and the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representativesStockholders. The delivery of, or hold the Company or failure to deliver, any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as notice pursuant to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)6.1(a) shall not, without the express written consent of Purchaser, be deemed to (x) modify the representations or warranties hereunder of Seller or the Stockholders, (y) modify the conditions set forth in Section 7 or (z) limit or otherwise affect the remedies available hereunder to Purchaser. (b) From Seller and each of the date hereof Stockholders (on behalf of themselves and their Affiliates) recognizes and acknowledges that he, she or it has in the past, currently has, and in the future may possibly have, access to certain Confidential Information relating to the Effective TimePurchased Assets, the Company shallsuch as lists of customers, operational policies, and shall cause the Subsidiaries pricing and the officerscost policies that are valuable, directors, employees, auditors special and agents unique assets of the Company Purchased Assets. If the Transactions are consummated and Closing occurs, Seller and each of the Subsidiaries toStockholders agrees that he, afford she or it will not disclose Confidential Information with respect to the officersPurchased Assets to any person, employees and agents firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times counsel and other advisers, provided that such advisers (other than counsel) agree to the officersconfidentiality provisions of this Section 6.1(b), employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with unless (i) a copy such information becomes known to the public generally through no fault of each report, statement, schedule and other document filed or received by the Company Seller or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and Stockholder, (ii) all financialdisclosure is required by law or the order of any governmental authority under color of law, operating or (iii) the disclosing party upon advice of counsel reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, provided, that prior to disclosing any information pursuant to clause (ii) or (iii) above, Seller or the Stockholder (as applicable) shall give prior written notice thereof to Purchaser and other data provide Purchaser with the reasonable opportunity to contest such disclosure and information shall reasonably cooperate with efforts to prevent such disclosure. The existence of this Agreement, as Parent or Purchaserwell as the subject matter and contents hereof, through its officers, employees or agents, may reasonably requestshall be deemed to be Confidential Information until Purchaser notifies Seller and Stockholders to the contrary. (c) Purchaser and NAIG (xx behalf of themselves and their Affiliates) recognizes and acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of Seller, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of Seller's business. Purchaser agrees that, unless there is a Closing, they will not use for their own or any other Person's benefit, nor will they disclose Confidential Information with respect to be bound by the terms Seller to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of Seller and to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"provisions of this Section 6.1(c), between Parent and unless (i) such information becomes known to the Company as if Purchaser was public generally through no fault of Purchaser, (ii) disclosure is required by law or the order of any governmental authority under color of law, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a party thereto. All lawsuit against the disclosing party, provided, that prior to disclosing any information obtained by Parent or Purchaser pursuant to this Section 6.04 clause (ii) or (iii) above, Purchaser shall be kept confidential in accordance give prior written notice thereof to Seller and provide Seller with the Confidentiality Agreementopportunity to contest such disclosure and shall cooperate with efforts to prevent such disclosure.

Access to Information; Confidentiality. (a) In connection with their investigation Between the date of this Agreement and the earlier of the business Effective Time and the valid termination of the Companythis Agreement pursuant to Section 7.01, Parent upon reasonable notice and Purchaser have received from the Company certain estimates, projections and other forecasts for the business subject to applicable logistical restrictions or limitations as a result of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company COVID-19 or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective TimeCOVID-19 Measures, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, designated employees, agents, properties, offices and other facilitiesbooks, books Contracts and records and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided further, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment (after consultation with its outside counsel), that doing so would (i) result in the disclosure of trade secrets or competitively sensitive information to third parties, (ii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (iii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege; or (iv) jeopardize the health and safety of any employee of the Company or its Subsidiaries in light of COVID-19 (taking into account any COVID-19 Measures); provided further that to the extent reasonably practicable, (x) the parties hereto will make appropriate substitute arrangements under circumstances in which the restrictions of the preceding proviso apply and each Subsidiary, and (y) the Company shall promptly furnish use its reasonable best efforts to communicate the applicable information to Parent and Purchaser and persons providing in a way that would not violate any applicable Law or committing waive such a privilege. Parent shall direct all initial requests for access pursuant to provide Parent this Section 5.05 to the Chief Business Officer or Purchaser with financing for the Transactions with (i) a copy General Counsel of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant another person designated in writing by the Company. Until the Effective Time, all information provided amongst the parties hereto will be subject to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreementletter agreement dated as of September 17, dated May 82020, 1998 by and among the Company and Parent (the "“Confidentiality Agreement"”), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Laws or the terms of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating any Contract to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Subsidiaries is subject (provided that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or any such persons liable agreement in order that it may comply with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in terms of this Section 6.04(a7.04(a). (b) From ), from the date hereof to of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford the officers, employees and agents of (i) provide to Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions Parent’s Representatives reasonable access at all reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant and to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority books and records thereof; and (ii) all financialfurnish as promptly as reasonably practicable to Parent such information concerning the business, operating properties, contracts, assets, liabilities, personnel and other data aspects of the Company and information its Subsidiaries as Parent or Purchaser, through its officers, employees or agents, Representatives may reasonably request; provided that the Company shall not be required to (A) take or allow actions that would unreasonably interfere with the operation of the business of the Company and its Subsidiaries, or (B) provide access to or furnish any information if doing so would violate any applicable Laws or where such access to information may involve the waiver of any privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Company’s or any Subsidiary’s privilege with respect thereto. (cb) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser the parties pursuant to this Section 6.04 7.04 shall be kept confidential in accordance with Section 10.08. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the Confidentiality Agreementobligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Law or the terms of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating any Contract entered into prior to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, the Company shall, shall (and shall cause the Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, auditors accountants, consultants, legal counsel, financing sources, agents and agents of the Company and the Subsidiaries toother representatives (collectively, afford the officers, employees and agents “Representatives”) of Parent reasonable access, during normal business hours and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions upon reasonable access at all reasonable times prior notice by Parent, to the officers, employees, agents, properties, offices and other facilitiesfacilities (including, books and records but not limited to, the Facilities) of the Company and each Subsidiaryits Subsidiaries and to the books and records thereof, and shall (ii) furnish promptly furnish to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the foregoing, Parent and Purchaser its Representatives (including its financing sources) shall have the right to conduct appraisal and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy environmental and engineering inspections of each reportof the Company’s properties, statementprovided, schedule however, that neither Parent nor its Representatives shall have the right to take and other document filed analyze any samples of any environmental media (including soil, groundwater, surface water, air or received by sediment) or any building material or to perform any invasive testing procedure on any building; and that any such inspections shall be reasonably acceptable to the Company, implemented in a manner that does not disrupt the operations of the Company or any of its Subsidiaries pursuant the Subsidiaries, paid for by Parent at Parent’s sole cost and expense and a copy of the results thereof delivered to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestCompany. (cb) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser its Representatives pursuant to this Section 6.04 6.01 shall be kept confidential in accordance with the confidentiality agreement, dated July 9, 2009 (the “Confidentiality Agreement”), among The GEO Group, Inc., Parent and the Company. (c) Any actions taken pursuant to this Section 6.01, and/or the failure to take any actions pursuant to this Section 6.01, shall not affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof of this Agreement to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, the Company shall, and shall cause each Company Subsidiary to: (i) provide to the Subsidiaries Parent and the Purchaser and their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors and authorized agents of (collectively, the Company and the Subsidiaries to, afford the officers, employees and agents of “Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions Representatives”) reasonable access at all reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each SubsidiaryCompany Subsidiary and to the books and records thereof (including Tax Returns and related workpapers) as the Parent or the Purchaser may reasonably request, (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning the business, properties, offices and other properties, Company Products, Contracts, assets, liabilities, employees, officers and other aspects of the Company and each Company Subsidiary as the Parent or the Parent Representatives may reasonably request, (iii) reasonably cooperate with the Parent Representatives to organize and facilitate meetings among the Parent Representatives and the Company Representatives to be located at the properties, offices or other facilities of the Company and the Company Subsidiaries at such times during normal business hours as the Parent or the Purchaser may reasonably request, (iv) use commercially reasonable efforts to furnish or produce information related to the financial or tax records of the Company if reasonably requested by the Parent or the Purchaser (which, for purposes of this Section 5.2, shall be deemed to be furnished or produced upon entering into an engagement between the Company and the Company’s regular external advisors to produce such information), and shall promptly furnish (v) reasonably cooperate with the Parent and Purchaser the Parent Representatives with respect to communications to, and persons providing or committing to provide organize and facilitate meetings with, customers, suppliers and other key business relations of the Company and the Company Subsidiaries as the Parent or the Purchaser may reasonably request; provided, that communications and meetings by the Parent or its affiliates with financing for the Transactions with (i) a copy customers of each report, statement, schedule and other document filed or received by the Company or any Company Subsidiary (other than customers of both the Parent and its affiliates, on the one hand, and the Company and the Company Subsidiaries, on the other hand) shall be made jointly by the Parent and the Company and in consultation with the Company or the applicable Company Subsidiary, except, in each case, to the extent the Company reasonably determines, after consultation with legal counsel, that any of the foregoing actions would be, in any respect material to the Company, prohibited by applicable Law, would result in a waiver of any available privilege or trade secret protection of the Company or the Company Subsidiaries or would breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any Company Subsidiary is a party (in each case, it being agreed that the Company shall give notice to the Parent of the fact that it is withholding such access or information and thereafter the Company and the Parent shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to cause such a violation, disclosure, waiver or breach); provided, however, that (x) any such access and cooperation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or the discharge by employees of the Company or the Company Subsidiaries of their employment responsibilities, (y) any such access to accountants and accountants’ work papers shall be subject to customary conditions, and (z) in no event shall such access include the right to conduct any environmental sampling or testing unless agreed to in advance by the Company, which agreement shall not be unreasonably withheld, conditioned or delayed. All requests for access and information shall be coordinated through the executive officers of the Company. No investigation conducted pursuant to this Section 5.2(a) shall affect or be deemed to modify or limit any representation or warranty made by the parties in Article 3 and Article 4. (b) With respect to the information disclosed pursuant to Section 5.2(a), the Parent shall comply with, and shall cause the Purchaser and the Parent Representatives to comply with, all of its Subsidiaries pursuant obligations under the Confidentiality Agreement, dated June 6, 2016, by and between the Company and the Parent (the “Confidentiality Agreement”); provided, that (i) nothing in the Confidentiality Agreement shall restrict the Parent’s or the Purchaser’s ability to take any of the requirements of federal or state securities laws or filed with any other governmental or regulatory authority actions expressly contemplated by this Agreement and (ii) all financialin the event that the Company delivers to the Purchaser a Notice of Superior Proposal of a type described in Section 5.3(d), operating the restrictions set forth in Section 8, Section 9 and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms Section 12 of the confidentiality agreement, dated May 8, 1998 (Confidentiality Agreement shall terminate and cease to apply to the "Confidentiality Agreement"), between Parent and the Purchaser. The Company as if Purchaser was a party thereto. All information obtained by and the Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential hereby agree, in accordance with Section 19 of the Confidentiality Agreement, that the Confidentiality Agreement shall be deemed to have been, and hereby is, amended by the provisions of this Section 5.2(b).

Access to Information; Confidentiality. (a) In connection The Shareholders shall cause PCH to permit UHS full access on reasonable notice and at reasonable hours to its properties and shall disclose and make available (together with their investigation of the business of right to copy) to UHS and to the Companyinternal auditors, Parent and Purchaser have received from the Company certain estimatesloan review officers, projections employees, attorneys, accountants and other forecasts for representatives of UHS all books, papers and records relating to the business assets, stock, properties, operations, obligations and liabilities of the Company, and certain plan and budget informationPCH, including, without limitation, estimatesall books of account (including, projectionswithout limitation, forecaststhe general ledgers), plans or budgets tax records, minute books of directors' and shareholders' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files (including, without limitation, legal research memoranda), documents relating to assets and title thereto (including, without limitation, abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to the Company's Remote Sensing Technology. Each of Parent real and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecastspersonal property), plans affecting employees, securities transfer records and budgetsshareholder lists and any books, papers and records relating to other assets, business activities or prospects in which UHS may have a reasonable interest, including, without limitation, its interest in planning for integration and transition with respect to the business of PCH; provided, however, that it is familiar with such uncertaintiesthe foregoing rights granted to UHS shall, (ii) that it is taking full responsibility for making its own evaluation whether or not and regardless of the adequacy extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and accuracy covenants of all estimatesthe Shareholders set forth herein. In addition, projections, forecasts, plans and budgets so furnished the Shareholders shall cause PCH to it, and (iii) that it will not assert any claim against the Company or any of instruct its Affiliates or any of their respective directors, officers, employees, agentscounsel and accountants to be available for, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect and respond to any estimatesquestions of, projections, forecasts, plans or budgets referred such UHS representatives at reasonable hours and with reasonable notice by UHS to such individuals and to cooperate fully with UHS in this Section 6.04(a)planning for the integration of the business of PCH with the business of UHS and its affiliates. (b) From All information furnished by the date hereof to Shareholders or PCH pursuant hereto shall be treated as the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents sole property of the Company Shareholders and PCH until the Subsidiaries toClosing Date, afford and, if the officersClosing Date shall not occur, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and UHS shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and treat such information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the terms of the Confidentiality AgreementAgreement dated June 8, 1998 between UHS and the Shareholders .

Access to Information; Confidentiality. (a) In connection with their investigation Subject to applicable law and the agreements set forth in Section 5.4(b), between the date of this Agreement and the business Effective time, EKCO shall and shall cause each of the Company, Parent its subsidiaries and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating agents to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting give ACQUIROR and its representatives reasonable access, during regular business hours upon reasonable written notice, to make such estimatesall of the employees, projectionsproperties, forecastsoffices, plans facilities, books, records, files, correspondence, audits and budgets, that it is familiar with such uncertaintiesofficers of EKCO and the EKCO Subsidiaries, (ii) that it is taking full responsibility for making permit ACQUIROR and its own evaluation representatives to make such reasonable inspections of the adequacy and accuracy of all estimatessuch employees, projectionsproperties, forecastsoffices, plans and budgets so furnished to itfacilities, books, records, files, correspondence, audits and (iii) that it will not assert any claim against cause its officers and those of the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any EKCO Subsidiaries to furnish ACQUIROR with access to such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty financial and operating data and other information with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, business and shall cause the Subsidiaries assets of EKCO and the officersEKCO Subsidiaries as ACQUIROR may from time to time reasonably request; provided, directorshowever, employees, auditors that such access does not unreasonably inhibit or hinder the business or operations of EKCO or any EKCO Subsidiary. EKCO shall furnish promptly to ACQUIROR and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) Acquisition Subsidiary a copy of each report, statementschedule, schedule registration statement and other document filed by it or received by the Company or any of its Subsidiaries subsidiaries during such period pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestlaws. (cb) Purchaser agrees Any and all information obtained by ACQUIROR or Acquisition Subsidiary shall be subject to be bound by the terms provisions of the confidentiality agreement, agreement between ACQUIROR and EKCO dated May 83, 1998 1999 (the "Confidentiality Agreement"), between Parent which agreement remains in full force and effect and is hereby ratified and affirmed by the Company as if Purchaser was a party theretoparties hereto. All information obtained by Parent or Purchaser No investigation pursuant to this Section 6.04 5.4 or otherwise shall be kept confidential in accordance affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) Between the date of this Agreement and the Effective Time, EKCO shall provide ACQUIROR promptly at the end of each month with such monthly financial data as is customarily prepared for the Confidentiality Agreementexecutive officers of EKCO, including an income statement and statement of cash flows for such month and a balance sheet as of the end of such month.

Access to Information; Confidentiality. (a) In connection Except as may be necessary to comply with any Applicable Laws (including any Antitrust Laws) and subject to the receipt and the terms and conditions of any applicable security clearances or special program accesses contemplated by Section 7.08 of this Agreement and subject to any applicable privileges (including the attorney-client and work product privileges), from the date of this Agreement until the Closing Date, Sellers shall, and shall cause Seller Companies to, (i) during normal business hours and upon reasonable prior notice, give Buyer and its Representatives and MTC reasonable access to the Transferred Assets and the records of Seller Companies to the extent relating to the Business, (ii) during normal business hours and upon reasonable prior notice, give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred to Buyer, Buyer Companies and MTC at Closing, (iii) furnish to Buyer and its Representatives and MTC such financial and operating data and other information relating to the Business (including information concerning vendor and customer backlog, income and operating expenses, and aging reports) as Buyer or MTC may reasonably request and (iv) instruct the employees and Representatives of Seller Companies to provide reasonable cooperation to Buyer and MTC in their investigation of the business Business. Without limiting the generality of the Companyforegoing, Parent and Purchaser have received subject to the limitations set forth in the first sentence of this Section 5.02(a), from the Company certain estimatesdate of this Agreement to the Closing Date, projections Sellers shall (x) use reasonable commercial efforts to enable Buyer and other forecasts for its Representatives and MTC to conduct, at Buyer’s expense, business and financial reviews, investigations and studies as to the business operation of the CompanyBusiness, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty including with respect to any estimatestax, projectionsoperating or other efficiencies that may be achieved and (y) give Buyer and its Representatives and MTC reasonable access upon reasonable prior notice to information relating to the Business of the type and with the same level of detail as, forecastsin the ordinary course of business, plans is currently being made available to the President or budgets referred senior financial executive of the Business. Notwithstanding any other provision herein, neither Buyer nor its Representatives shall have access to: (i) any assets or personnel that are not related to the Business; (ii) any financial or operating data or other information not related to the Business that is commingled with any such data or information related to the Business, in this Section 6.04(a)which case such other data shall be withheld or redacted and the information related to the Business shall be provided; (iii) the personnel records of Sellers relating to individual performance or evaluation records or medical histories of any employees of Sellers without the consent of any such employee or (iv) pricing or other competitive information that in Sellers’ good faith opinion is sensitive, classified, confidential, or other information the disclosure of which could subject any Seller Company to risk of liability to a third party. (b) From For a period of three years after the date hereof to the Effective TimeClosing Date, the Company Sellers shall, and shall cause Seller Companies to, treat and hold as confidential all confidential information to the Subsidiaries and extent relating to the officers, directors, employees, auditors and agents operations or affairs of the Business. In the event any Seller Company and is requested or required (by oral or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such confidential information, then such Seller Company shall notify Buyer promptly of the Subsidiaries torequest or requirement so that Buyer, afford at its expense, may seek an appropriate protective order or waive compliance with this Section 5.02(b). If, in the officersabsence of a protective order or receipt of a waiver hereunder, employees and agents any Seller Company is, on the advice of Parent and Purchaser and persons providing or committing counsel, compelled to provide Parent or Purchaser with financing for disclose such confidential information, such Seller Company may so disclose the Transactions confidential information, provided that the Seller Company shall use reasonable access at all reasonable times commercial efforts to obtain reliable assurance that confidential treatment will be accorded to such confidential information. The provisions of this Section 5.02(b) shall not prohibit the disclosure of confidential information relating to the officers, employees, agents, properties, offices and other facilities, books and records operations or affairs of the Business by any Seller Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with extent reasonably required (i) a copy of each reportto prepare or complete any required Tax Returns or financial statements, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialin connection with audits or other proceedings by or on behalf of a Governmental Authority, operating and other data and information as Parent (iii) in connection with any insurance or Purchaserbenefits claims, through its officers, employees or agents, may reasonably request. (civ) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant provide services to this Section 6.04 shall be kept confidential Buyer Companies in accordance with the Confidentiality Agreementterms and conditions of any of the Transaction Documents, or (v) in connection with any other similar administrative functions in the ordinary course of business. Notwithstanding the foregoing, the provisions of this Section 5.02(b) shall not apply to information that (x) is or becomes publicly available other than as a result of a disclosure by any Seller Company, (y) is or becomes available to a Seller Company on a non-confidential basis from a source that, to such Seller Company’s knowledge, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (z) is or has been independently developed by a Seller Company (other than solely for the Business).

Access to Information; Confidentiality. (a) In connection with Between the date of this Agreement and the Closing, the Seller shall during normal business hours and upon reasonable notice (i) give to the Parent and the Buyer and their investigation respective authorized representatives access to all books and records, offices and other facilities and properties of the business of Business and the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets Seller relating to the Company's Remote Sensing Technology. Each of Business or the Assets; (ii) permit the Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting the Buyer to make such estimates, projections, forecasts, plans inspections thereof as the Parent and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and Buyer may reasonably request; (iii) that it will not assert any claim against cause the Company or any officers of its Affiliates or any the Seller to furnish each of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any Parent and the Buyer with such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty financial and operating data and other information with respect to any estimatesthe business and properties of the Business as the Parent and the Buyer may from time to time request; and (iv) otherwise provide the Parent and the Buyer and their respective representatives full and complete access to the books and records, projectionsemployees and properties of the Seller relating to the Business or the Assets so as to provide the Buyer and the Parent with the ability to prepare for the integration of the Business with the Parent's business following the Closing. Following the Closing Date, forecaststhe Seller shall, plans or budgets referred during normal business hours and upon reasonable notice, give to in this the Parent and the Buyer and their authorized representatives access to the books and records listed on Section 6.04(a)1.3(a)(xi) of the Disclosure Schedule and not previously delivered to Buyer to the extent reasonably requested. (b) From Subject to the provisions of the following sentence, all confidential information concerning the Business furnished or provided by the Seller, to either of the Parent or the Buyer or their respective representatives (whether furnished before or after the date hereof of this Agreement) shall be kept confidential by the Seller, and, until the Closing, by the Buyer or the Parent. The Seller agrees to provide such financial and other information as the Buyer or the Parent may reasonably request with respect to the Effective TimeSeller or the Business in connection with, among other things, capital market transactions, any disclosure obligations of the Buyer or the Parent or their Affiliates under federal securities and other applicable law and such other matters as the Buyer may reasonably request, and that such financial and other information may be disclosed by the Buyer, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times their Affiliates to the officersextent reasonably appropriate including in connection with capital market transactions, employees, agents, properties, offices filings required pursuant to federal securities and other facilities, books applicable law and records of such other matters as the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Buyer may reasonably request. (c) Purchaser The Seller agrees to be bound keep proprietary information regarding the Business, the Assets, the Buyer and the Parent confidential and following the Closing will keep proprietary information regarding the Business, the Assets, the Buyer and the Parent confidential and agrees that it will only use such information in connection with the transactions contemplated by this Agreement and not disclose any of such information, except to the terms extent disclosure is required by law, regulation or judicial order by any governmental authority. (d) The Seller agrees that so long as any books and records relating to the Business remain in existence and available and have not otherwise been delivered to the Buyer, the Buyer and the Parent shall have the right to inspect and to make copies of the confidentiality agreementsame at any time during normal business hours for any proper purpose, dated May 8and that, 1998 (to the "Confidentiality Agreement")extent any such books and records have not otherwise been delivered to the Buyer, between Parent the Seller will not destroy or dispose of any books or records relating to the Business existing as of the Closing Date without first offering to provide such books or records to the Buyer. The Buyer and the Company as if Purchaser was Parent shall, during normal business hours and upon reasonable notice, give the Seller and its authorized representatives reasonable access to the Books and Records pertaining to matters occurring prior to the Closing Date, and for a party thereto. All information obtained by Parent period of seven years will not destroy or Purchaser pursuant dispose of such Books and Records without first offering to this Section 6.04 provide the same to Seller. (e) The Seller shall be kept confidential deliver or make available to the Buyer any documents which the Buyer shall request in accordance with order that the Confidentiality AgreementBuyer may obtain title insurance on surveys for each of the Real Properties.

Access to Information; Confidentiality. (a) In connection with their investigation of During the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the Subsidiaries “Company Representatives”) to, at Parent’s sole expense, (i) provide to Parent, Merger Sub and the their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and agents other representatives (collectively, the “Parent Representatives”) and, subject to Section 4.17, Debt Financing sources reasonable access, at reasonable times during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the Company and business of the Subsidiaries toCompany), afford upon reasonable prior notice to the officersCompany, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employeesadvisors, agents, Contracts, properties, offices and other facilities, books and records facilities of the Company and each Subsidiaryits Subsidiaries, 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 anything that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 4.4, to any Acquisition Proposal), and, with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and its Subsidiaries and (ii) furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, Liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that (A) none of the Company, any of its Subsidiaries or any Company Representative shall promptly furnish Parent and Purchaser and persons providing or committing be required to provide Parent access to or Purchaser with financing for the Transactions with to disclose information where such access or disclosure would (ix) a copy contravene any applicable Law, Order or Contract of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant (so long as, with respect to Contracts, the Company has used reasonable best efforts to obtain the consent of relevant third parties necessary to permit such access or disclosure) or, if determined the Company in good faith after consulting with counsel, result in antitrust risk for the Company, (y) reasonably be expected to violate or result in a loss or waiver of any attorney-client, legal or work product privilege of the Company or any of its Subsidiaries (provided, that the Company or applicable Subsidiary will enter into a joint defense agreement with Parent if requested with respect to any such information) or (z) expose the Company to risk of liability for disclosure of sensitive or Personal Information; provided that in any such instance, the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or in part, to the requirements extent and in a manner that would not result in any of federal the outcomes described in the foregoing clauses (x), (y) and (z), and (B) the Company shall not be required to afford access or state securities laws furnish information to the extent such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or filed with other materials prepared by or for the Company Board) where the Company Board discussed (x) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other governmental Person, (y) any Acquisition Proposal or regulatory authority and (iiz) all financialany Intervening Event. Table of Contents (b) Parent, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates shall, and shall cause the Parent Representatives or Company Representatives, as if Purchaser was a party thereto. All applicable, to keep all information obtained by Parent or Purchaser received pursuant to this Section 6.04 4.2 or otherwise in connection with the Transactions (including information received prior to the Agreement Date) confidential to the extent such information would constitute Confidential Information as defined in the Confidentiality Agreement, and use such information solely in connection with the implementation of the Transactions or as otherwise permitted by the Confidentiality Agreement. Notwithstanding the foregoing, Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates, and the Parent Representatives or Company Representatives, as applicable, shall be kept confidential permitted to disclose all or any part of such information in accordance with the same manner and to the same extent that Confidential Information as defined in the Confidentiality Agreement is permitted to be disclosed pursuant to paragraph 5 of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation Upon reasonable notice, Sellers and each of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and Target Companies shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel and other representatives and agents of Purchaser (collectively the "Purchaser Representatives"), reasonable access, during the period prior to the Closing Date, to all its properties, offices books, Contracts, commitments, records and other facilitiespersonnel and, books and records of the Company during such period, each Seller and each Subsidiary, and Target Company shall furnish promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements Purchaser Representative all information concerning each Business and their respective properties, books, Contracts, commitments, records and personnel (in the case of federal or state securities laws or filed Sellers, with any other governmental or regulatory authority and (iirespect to the Businesses) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Purchaser may reasonably request. Each of the Sellers and the Target Companies shall make available to Purchaser the appropriate individuals for discussion of the Businesses and their properties and personnel (in the case of Sellers, with respect to the Businesses) as Purchaser or the Purchaser Representatives may reasonably request. No investigation pursuant to this Section 5.1(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (cb) Purchaser agrees shall keep all non-public information obtained pursuant to be bound by Section 5.1(a) confidential in accordance with the terms of the confidentiality agreementConfidentiality Agreement, dated May 8August 20, 1998 2002 (the "Confidentiality Agreement"), between Parent and Purchaser. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, Parent and Purchaser hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.6. (c) Sellers acknowledge that certain of the information relating to the Businesses and the Target Companies is confidential and that such information is a special, valuable and major asset of the Businesses and the Target Companies, and that wrongful use or disclosure of any such confidential information would cause the Businesses and the Target Companies immediate and irreparable harm. Without the prior written consent of Purchaser, for a period of two years after the Closing, each Seller agrees that it will not, and will not permit its current agents, representatives, employees, officers and directors to, disclose to others or use for Sellers' own benefit or purposes or the benefit or purposes of any other Person other than Purchaser or its Affiliates, directly or indirectly, from and after the Closing Date, any confidential information relating to the Businesses or any Target Company including trade secrets and business "know-how," or other confidential information relating to customers, costs, marketing, investment, sales activities, promotion, or plans for the Businesses generally, as if well as all analyses, compilations, data bases, studies or other documents prepared by any Sellers or any of such Seller's employees, officers or directors containing or based in whole or in part on such information, except as may be necessary to avoid a violation of law. If any Seller or any of such Seller's agents, representatives, Affiliates, employees, officers or directors becomes legally compelled to disclose any such information, each Seller agrees that it will, to the extent practicable, and shall use its commercially reasonable efforts to cause such agent, representative, employee, officer or director to, provide Purchaser with prompt written notice of such requirement so that Purchaser or its relevant Affiliate may seek a protective order or other remedy or waive compliance with this Section 5.1(c). If such protective order or other remedy is not obtained, or Purchaser waives compliance with this Section 5.1(c), each Seller agrees that it will, to the extent practicable, use its reasonable best efforts to cause its agents, representatives, employees, officers or directors to, furnish only such portion of such confidential information which is legally required to be provided and exercise reasonable best efforts to obtain assurances that confidential treatment will be accorded such information. (d) The obligation of Sellers to treat such information relating to the Businesses and the Target Companies in confidence shall not apply to any information which Sellers demonstrate (i) is on the date hereof or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any Seller or its representatives, (ii) was available to a party thereto. All Seller or its representatives on a nonconfidential basis prior to its disclosure by such Seller or any of its representatives or becomes available to such Seller on a nonconfidential basis, in each case from a source other than Purchaser or any of its Affiliates or any of their representatives, which source was not itself bound by a confidentiality agreement with Purchaser, Parent or any of their respective Affiliates or any of their representatives and had not received such information, directly or indirectly, from a Person so bound, (iii) is required to be disclosed in order that such Seller not commit a violation of law, (iv) required for financial and tax reporting or (v) necessary for transition services pursuant to the Transition Services Agreement. (e) Purchaser shall, and shall cause the Purchaser Designees to, provide to Sellers all financial information obtained and access to the books and records of the Target Companies and the Businesses reasonably requested by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential its auditors in accordance connection with the Confidentiality Agreementpreparation of Sellers' financial statements and reviews and audits thereof for periods ending on or before the Closing Date.

Access to Information; Confidentiality. (a) In connection with their investigation of During the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the Subsidiaries “Company Representatives”) to, at Parent’s sole expense, (i) provide to Parent, Merger Sub and the their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and agents of other representatives (collectively, the Company and the Subsidiaries to“Parent Representatives”) reasonable access, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times during normal business hours, upon reasonable prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiaryits Subsidiaries, 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 anything that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 4.3, to any Acquisition Proposal), and, with the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company and its Subsidiaries and (ii) furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, Liabilities, Personnel and other aspects of the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that none of the Company, any of its Subsidiaries or any Company Representative shall promptly furnish Parent and Purchaser and persons providing or committing be required to provide Parent access to or Purchaser with financing for the Transactions with to disclose information where such access or disclosure would (ix) a copy contravene any applicable Law, Order or Contract of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant Subsidiaries, (y) reasonably be expected to violate or result in a loss or impairment of any attorney-client, legal or work product privilege or (z) expose the Company to risk of liability for disclosure of sensitive of personal information; provided, further, that with respect to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority foregoing clauses (x), (y), and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"z), between Parent and to the extent reasonably requested by Parent, the Company shall use its commercially reasonable efforts to, as applicable, (1) obtain the required consent of any such third party to provide such inspection or disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent, and (3) utilize the procedures of a joint defense agreement or implement such other techniques if Purchaser was a party theretothe Company determines that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. All information obtained by Parent or Purchaser No investigation conducted pursuant to this Section 6.04 4.2(a) shall affect or be kept deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. Notwithstanding anything to the contrary in the foregoing, in no event shall Company, any of its Subsidiaries or any Company Representative be required to provide information specifically relating to the evaluation, deliberation or minutes of the Company Board (or any committee thereof) related to the Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee thereof) in connection therewith. (b) Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates shall, and shall cause the Parent Representatives or Company Representatives, as applicable, to keep all information received pursuant to this Section 4.2, Section 4.17 or otherwise in connection with the Transactions (including information received prior to the Agreement Date) confidential in accordance with to the extent required by the Confidentiality Agreement, and use such information solely in connection with the implementation of the Transactions or as otherwise permitted by the Confidentiality Agreement. Notwithstanding the foregoing, Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates, and the Parent Representatives or Company Representatives, as applicable, shall be permitted to disclose all or any part of such information as may be required by applicable Law, by obligations pursuant to any listing agreement with any national securities exchange or as may be requested by a Governmental Authority, as determined in good faith by the Party making such disclosure; provided that except to the extent prohibited by applicable Law, each Party shall promptly notify the other Party of the existence, terms and circumstances surrounding such a requirement or obligation reasonably in advance of such disclosure.

Access to Information; Confidentiality. (a) In connection To the fullest extent possible and consistent with their investigation of the business of the Companyapplicable Law, Parent Seller and Purchaser have received from the Company certain estimates, projections shall afford to Purchaser and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agentsaccountants, stockholderscounsel, consultants, investment bankers, accountants or representatives, or hold financial advisors and other representatives ("Representatives") reasonable access during normal business hours during the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof period prior to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents Closing to all of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilitiesbooks, books contracts, commitments and records of the Company and each SubsidiaryCompany, and during such period, the Company shall furnish promptly furnish Parent and to Purchaser and persons providing its Representatives all information concerning the businesses, properties and personnel of the Company as Purchaser may reasonably request and allow Purchaser to make extracts and copies of such books and records. Without limiting the immediately preceding sentence, Seller and the Company shall, to the fullest extent possible and consistent with applicable Law, afford to Purchaser and its Representatives reasonable access to the Aircraft, their respective Related Equipment and the Aircraft Documents for inspection and evaluation at such times as may be reasonably requested by Purchaser during the period prior to the Closing. No investigation by Purchaser prior to or committing after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller and the Company contained in this Agreement. In order that Purchaser may have full opportunity to provide Parent make such physical, business, accounting and legal review, examination or Purchaser with financing for investigation as it may reasonably request of the Transactions with (i) a copy affairs of each reportthe Company, statementthe Company shall, schedule and Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other document filed or received by representatives of the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed to, cooperate fully with any other governmental or regulatory authority such representatives in connection with such review and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestexamination. (cb) Purchaser agrees to Until the Closing, Purchaser, Seller and the Company will be bound by by, and will hold any information received pursuant to this Agreement in confidence in accordance with the terms of of, the confidentiality agreementagreement between Seller and Purchaser dated April 22, dated May 8, 1998 2004 (the "Confidentiality Agreement"), between Parent and except to the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential extent reasonably necessary in accordance connection with the Confidentiality Agreementexploration and pursuit of a potential sale of the Fixed Wing Business. Other than as specifically contemplated by SECTION 4.08, none of Seller or any of its Affiliates will have any obligation to make available or provide to Purchaser or its Representatives a copy of any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates, or any related material.

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Law or the terms of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans any contract or budgets relating agreement to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Subsidiaries is subject (provided that the Company shall use commercially reasonably efforts to promptly obtain, at the sole expense of Parent, any consent required under such contract or any such persons liable agreement in order that it may comply with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in terms of this Section 6.04(a7.04(a). (b) From ), during the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford (i) provide to Parent, Merger Sub, the officers, employees Guarantor and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable their respective Representatives access at all reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each its Subsidiaries and to the books and records thereof (so long as such access does not unreasonably interfere with the operations of the Company or the applicable Subsidiary); and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent, Merger Sub, the Guarantor or their respective Representatives may reasonably request; provided, however, that the Company shall promptly furnish Parent and Purchaser and persons providing or committing not be required to provide Parent access to or Purchaser with financing for the Transactions with (i) a copy disclose any information if such access or disclosure would jeopardize any attorney-client privilege of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant or violate any contract, Law or Order (provided that, at Parent’s sole expense, the Company shall use commercially reasonable efforts to the requirements of federal cause such information to be provided in a manner that would not result in such jeopardy or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestviolation). (cb) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser the parties pursuant to this Section 6.04 7.04 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Parent and Guarantor shall be entitled to share any Confidential Information (as defined in the Confidentiality Agreement) and otherwise discuss consideration of the transactions contemplated by this Agreement with potential financing sources and the Confidentiality Agreement shall be deemed amended to include such financing sources within the meaning of “Yanmar Authorized Recipient” (as such term is defined in the Confidentiality Agreement). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation From the date of this Agreement to the earlier of the business Effective Time and the termination of the Companythis Agreement in accordance with its terms, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Companyshall, and certain plan shall cause each Company Subsidiary and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any each of their respective directors, officers, employees, agents, stockholdersaccountants, consultants, investment bankerslegal counsel, accountants or advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to: (i) provide to Parent and the Merger Subs and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal business hours upon reasonable advance written notice to the books and records of the Company and the Company Subsidiaries, (ii) shall make the officers of the Company and the Company Subsidiaries available to Parent and the Merger Subs and Parent Representatives, upon reasonable notice and during normal business hours, as Parent, the Merger Subs or hold Parent Representatives shall from time to time reasonably request, and (iii) furnish such information concerning the business, properties and personnel of the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request for reasonable purposes related to the consummation of the transactions contemplated by this Agreement (and not to conduct further due diligence or other investigation of the Company); provided, however, that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any representation or warranty made by the Company beyond those specifically set forth in Article 3 or any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.3(a) shall be conducted in such manner as not to interfere unreasonably with the normal operations of the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to the negotiation of this Agreement and the transactions contemplated by this Agreement, (ii) would violate applicable Law, or (iii) would require the Company or any such persons liable with respect theretoof the Company Subsidiaries to disclose information that in the reasonable judgment of the Company may cause competitive harm to the Company or any Company Subsidiary if the transactions contemplated by this Agreement are not consummated or would result in the loss or waiver of any attorney-client, except for claims based on fraud work product or intentional misrepresentation as other applicable privilege or confidentiality obligations to which the foregoing clause Company or any Company Subsidiary is bound (iii) is provided, that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not applicableviolate applicable Law). AccordinglyEach of Parent, each Merger Sub and the Company acknowledges that the information provided by the Company, the Company makes no representation or warranty Subsidiaries and the Company Representatives to Parent, each Merger Sub and the Parent Representatives in connection with respect this Agreement and the transactions contemplated hereby are subject to any estimatesthe terms of the Amended and Restated Mutual Confidentiality Agreement, projectionsdated September 26, forecasts2017, plans or budgets referred to by and between the Company, Parent and Xxxxxx X. Xxx Partners, L.P. (the “Confidentiality Agreement”). The terms of the Confidential Agreement are hereby incorporated by reference. The Confidentiality Agreement shall terminate at the date of its expiration in this Section 6.04(a)accordance with its terms. (b) From Nothing contained in this Agreement will give Parent or either Merger Sub, directly or indirectly, the date hereof right to control or direct the operations of the Company prior to the Effective Time. Prior to the Effective Time, the Company shallwill exercise, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser consistent with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms and conditions of the confidentiality agreementthis Agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent complete control and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreementsupervision over its operations.

Access to Information; Confidentiality. Subject to compliance with applicable Law, in order to facilitate an expeditious closing of the Contemplated Transactions, the Company shall (a) In connection with their investigation of give the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions its designated representatives reasonable access at all reasonable times to A. Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxx, as well as the officers, employees, agents, properties, offices and other facilities, books and records of the Company and the Company Subsidiaries, in each Subsidiarycase during normal business hours and upon reasonable advance notice, and shall promptly (b) furnish Parent and to the Purchaser and persons providing its designated representatives such financial and operating data and all other information as such Persons may reasonably request. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that neither it nor its designated representatives shall have, or committing be entitled to, access to provide Parent or any communications with any students enrolled at the College, any employees or independent contractors of the Company or any of the Company Subsidiaries, any Accrediting Body that accredits the College, or where the Company believes that any attorney-client or similar privilege would be violated as a result of such access or communications. The Purchaser will, and will cause each of its Representatives to use its best efforts to minimize any disruption to the businesses of the Company and the Company Subsidiaries and the College that may result from requests for access, data and information hereunder. The Purchaser acknowledges and agrees that all information received from or on behalf of the Company or any of the Company Subsidiaries in connection with financing the Contemplated Transactions shall be deemed received pursuant to that certain Confidentiality Agreement dated as of October 29, 2018, between HCA Management Services, L.P. (an Affiliate of Purchaser) and the Company (through BMO Capital Markets LLC as its Representative) (the “Confidentiality Agreement”). Following the Closing, the Sellers shall hold all nonpublic confidential and proprietary information of the Company and the Company Subsidiaries confidential and not use such information for any purpose other than as provided for in this Agreement and, in the Transactions with (i) a copy case of each reportXxxx X. Xxxx and Xxxxxx X. Xxxxxx, statement, schedule and other document filed or received in the course of their employment by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestCompany Subsidiary. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries to, (i) afford to Parent and Parent’s Representatives reasonable access, during regular business hours and in a manner as shall not unreasonably interfere with the Subsidiaries and the officers, directors, employees, auditors and agents business or operations of the Company and the Subsidiaries toor any Subsidiary thereof, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, accountants, agents, properties, offices and other facilities, facilities and to the books and records of the Company and each Subsidiaryits Subsidiaries, (ii) promptly provide Parent and Parent’s Representatives copies of any filings, notices, communications or other documents sent to or received from, and shall promptly furnish Parent and Purchaser and persons providing written summaries of any meetings with, any Governmental Entity or committing any other party with respect to provide Parent compliance with the CIA or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed any Legal Action pending or received by threatened against the Company or any of its Subsidiaries pursuant under any healthcare regulatory laws and (iii) promptly furnish to Parent and Parent’s Representatives such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. (b) To the extent reasonably necessary for the Company to confirm the accuracy of the representations of Parent and Merger Sub set forth in Article IV and the satisfaction of the conditions precedent set forth in Section 6.03(a), Section 6.03(b) or Section 6.03(c), each of Parent and Merger Sub shall afford to the requirements Company and the Company’s Representatives reasonable access, during regular business hours and in a manner as shall not unreasonably interfere with the business or operations of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaserany Subsidiary thereof, through its officers, employees or agents, may reasonably requestto information regarding Parent and Merger Sub throughout the period prior to the Effective Time. (c) Purchaser agrees Neither the Company, Parent nor any of their respective 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 party providing access shall inform the other party of such likelihood and the parties shall use their reasonable best efforts to cause such information to be bound by provided in a manner that would not result in such jeopardy or contravention). (d) Parent and the terms Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the confidentiality agreementConfidentiality Agreement, dated May 8August 4, 1998 (the "Confidentiality Agreement")2014, between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to (the “Confidentiality Agreement”), which shall survive the termination of this Section 6.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreementterms set forth therein.

Access to Information; Confidentiality. (a) In From the date hereof until and including the Closing Date, BioScrip will deliver to Parent (in electronic form where available) the information reasonably requested by the Buyers in order to commence and progress transition related planning activities as specified in the Access Agreement and the Transition Services Agreement and, solely in connection with such activities, BioScrip shall, and BioScrip shall cause its Subsidiaries to, use reasonable best efforts to make their investigation management reasonably available to the Buyers and their Representatives during normal business hours and upon reasonable advance notice and provide the Buyers and their Representatives reasonable access to the Facilities during normal business hours and upon reasonable advance notice to, and permit such Representatives to review such information; provided that it is understood and agreed that the Buyers have informed the Sellers that the access and conduct that is required by this Section 4.02(a) is critical to its ability to operate the Transferred Facilities, and to conduct business and service customers at the Transferred Facilities, at Closing, but that such access and conduct must be provided or performed in a form or manner or pursuant to a process that complies with applicable Law and any medical privacy policy of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts BioScrip maintained for the business benefit of third parties that imposes a legally binding obligation on BioScrip or is required to be complied with order to be in accordance with applicable Law and, provided, further, that, except as agreed in a pre-approved communication plan or as set forth in the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Access Agreement; (i) the Buyers and their Representatives shall not have the right, without the prior written consent of BioScrip (which shall not be unreasonably withheld, delayed or conditioned so long as the appropriate Buyers provide the appropriate Sellers with a reasonable indemnity upon BioScrip’s request), to perform any investigative procedures that there involve physical disturbance or damage to the Facilities, the real property upon which the Facilities are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiessituated or any of the Purchased Assets or Excluded Assets, (ii) that it is taking full responsibility for making its own evaluation the Buyers shall not, without the prior written consent of BioScrip (which shall not be unreasonably withheld, delayed or conditioned), contact or communicate with any patient, payor, client or customer of the adequacy and accuracy of all estimatesBusiness with respect to or in connection with the transactions contemplated by this Agreement, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will the Buyers shall not, without the prior written consent of BioScrip (which shall not assert be unreasonably withheld, delayed or conditioned), contact or communicate with any claim against vendor, employee, independent contractor or other business partner of the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable Selling Parties with respect theretoto or in connection with the transactions contemplated by this Agreement and (iv) if BioScrip’s auditors or other third-party service providers shall so request in connection with the release of any books, except for claims based on fraud records or intentional misrepresentation other information (including work papers), the Buyers agree to execute a customary release as to which the foregoing clause (iii) is not applicablemay be reasonably requested by such auditors or third-party service providers. Accordingly, to the Company makes no representation extent that providing access to certain information or warranty with respect to any estimates, projections, forecasts, plans personnel or budgets referred to in taking certain action under this Section 6.04(a4.02(a) would not so comply in a given form or manner or pursuant to a given process, the parties to this Agreement shall agree on a form or manner of access or conduct that will both enable the Buyers to operate the Transferred Facilities, and conduct business and service customers at the Transferred Facilities following the Effective Time and will comply with applicable Law and any such policy (e.g., pricing information may be redacted from the item files and pharmacy reimbursement rates may be redacted from third party plan information). To the extent of any conflict between this Section 4.02 and the Access Agreement in terms of information or access to be provided, the terms of the Access Agreement shall prevail. (b) From Between the date hereof and through and including the Closing Date, upon reasonable notice and at reasonable times, the Sellers will give the Buyers and their respective authorized representatives access to personnel, facilities and books and records of Sellers to the extent relating to the Business and the Purchased Assets and will permit the Buyers to make copies thereof and will cooperate with regard to such inspections as it may reasonably request. The Buyers acknowledge and agree that the Buyers and their respective representatives shall not be afforded access to any employee records or other records or information the disclosure of which would be prohibited by any applicable Law. Any and all such information gathered by the Buyers shall be kept strictly confidential. In the event the transaction contemplated herein is not consummated, such information shall be returned to the Sellers or destroyed in accordance with Sellers’ instructions. After the date hereof and prior to Closing, the Buyers will be provided a reasonable opportunity to interview individuals being considered for Transferred Employee or status, and to conduct the Buyers’ normal pre-employment activities, including but not limited to drug testing and confirmation of citizenship (or other authority to work). (c) As soon as reasonably practicable following the date of this Agreement but, in no event prior to the date that the transactions contemplated hereby are generally communicated to employees of the Business, the Sellers shall permit the Buyers and their Representatives access to each Transferred Facility after normal business hours (unless other times are permitted by the Sellers) in order to prepare as-built surveys. During the forty-five (45) days preceding the Closing Date, the Sellers shall permit the Buyers and their Representatives access to each Transferred Facility after normal business hours (unless other times are permitted by the Sellers) to install wiring for communication devices and other store systems (including computers and other systems) and take other similar action at such Facility, all at the Buyers’ cost and without causing material damage to such Facility; provided that the Buyers shall not be permitted, without the prior written consent of the appropriate Seller, which consent shall not unreasonably be withheld or delayed, or unless contemplated by the Transition Services Agreement, to install any equipment in the Transferred Facilities until immediately following the Effective Time. The Buyers agree to repair any damage which may be caused due to the exercise of their rights pursuant to this Section 4.02(c) and to indemnify, defend and hold harmless the Seller Indemnitees from any and all Damages arising out of or in any way connected with the Buyers’ exercise of their rights pursuant to this Section 4.02(c). (d) The Sellers’ obligation to provide the foregoing access shall be conditioned on the requirement that the Buyers shall not unreasonably interfere with the Sellers’ Business. (e) After the Effective Time, the Company shallSelling Parties and their Affiliates will hold, and shall will use their respective reasonable best efforts to cause the Subsidiaries and the their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless required to disclose by judicial or administrative process or by other requirements of Law or by the rules, regulations or policies of any United States or foreign securities exchange, all documents and information concerning the Purchased Assets and Assumed Liabilities, except to the extent that such information can be shown to have been (i) in the public domain prior to the Effective Time, (ii) in the public domain at or after the Effective Time through no fault of the Company and Selling Parties or their Affiliates or (iii) later lawfully acquired by the Subsidiaries to, afford Selling Parties from sources other than those related to their prior ownership of the Business; provided that the Selling Parties may disclose such information to their officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officersdirectors, employees, agentssuccessors, propertiesaccountants, offices counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by the Selling Parties of the confidential nature of such information and are directed by the Selling Parties to treat such information confidentially. The obligation of the Selling Parties and their Affiliates to hold any such information in confidence shall be satisfied if the Selling Parties exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. For so long as such information remains subject to the foregoing confidentiality obligations, the Selling Parties shall not use the same for any purpose other than tax, accounting and regulatory and other facilitiescompliance purposes and evaluating, books enforcing and records of the Company performing their rights and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent obligations under this Agreement and the Company as if Purchaser was a party thereto. All information obtained by Parent Ancillary Agreements or Purchaser pursuant to this Section 6.04 shall be kept confidential otherwise in accordance connection with the Confidentiality Agreementtransactions contemplated hereby and thereby.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Seller will (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Acquired Company and the Subsidiaries to, afford to permit representatives of the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions have reasonable access at during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all reasonable times to the officers, employees, agentspremises, properties, offices personnel, books, records (including Tax records and other facilitiesaccountants’ work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its advisors with copies of all such Contracts, books and records of the Company and each Subsidiaryrecords, and shall promptly other existing documents and data as Purchaser may reasonably request, (iii) furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser its advisors with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all such additional existing financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Purchaser may reasonably request, and (iv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, the officers of the Acquired Company or any Subsidiary, as Purchaser may reasonably request. The confidentiality of all such documents and information furnished in connection with the Contemplated Transactions shall be governed by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.12(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company’s general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) Purchaser agrees From and after the Closing, and subject to be bound by the terms requirements of applicable Law, any securities exchange on which the confidentiality agreementsecurities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, dated May 8Seller and Parent shall keep secret and retain in confidence, 1998 (and not use for the "Confidentiality Agreement")benefit of Seller, between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser any Person other than Purchaser, all confidential matters and trade secrets known to Seller or Parent relating to the Business, including all books and records referred to in Section 5.02(b) and information made available to Seller pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement1.05(a).

Access to Information; Confidentiality. (a) In connection with their investigation of Between the business of date hereof and the CompanyClosing, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Seller (i) that there shall give Buyer and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to such employees, plants, offices, warehouses, and other facilities, and such books and records of the Midstream Companies and the Trading Company, as are uncertainties inherent in attempting reasonably necessary to allow Buyer and its authorized representatives to make such estimates, projections, forecasts, plans inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article IV and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation shall cause Seller's officers and those of the adequacy Midstream Companies and accuracy of all estimates, projections, forecasts, plans the Trading Company to furnish Buyer and budgets so furnished to it, its authorized representatives with such financial and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty operating data and other information with respect to the Midstream Companies or the Trading Assets as Buyer may from time to time reasonably request; provided, however, (A) that Seller shall have the right to have a representative present at all times of any estimatessuch inspections, projectionsinterviews, forecastsand examinations conducted at or on the offices or other facilities or properties of Seller or the Midstream Companies or the Trading Company, plans (B) that Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement and (C) that Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information relating to such bids or budgets referred (2) any information the disclosure of which would jeopardize any privilege available to in a Midstream Company or Seller relating to such information or would cause Seller to breach a confidentiality obligation. Buyer shall indemnify, defend and hold harmless Seller from and against any Losses (as defined herein) asserted against or suffered by Seller relating to, resulting from or arising out of examinations or inspections made by Buyer or its authorized representatives pursuant to this Section 6.04(a7.1(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with Buyer agrees that Seller may retain (i) a copy of each reportall materials included in the data room prepared by Seller in connection with the purchase and sale contemplated hereby, statement, schedule and other document filed or received by the Company or any together with a copy of its Subsidiaries pursuant all documents referred to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and in such materials; (ii) all financialbooks and records prepared in connection with the transactions contemplated by this Agreement, operating and other data including without limitation, bids received from others and information as Parent or Purchaser, through its officers, employees or agents, relating to such bids; (iii) copies of any books and records which may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential relevant in accordance connection with the Confidentiality Agreement.defense of (A) the matters referred to in Article XII or (B) disputes arising hereunder; and

Access to Information; Confidentiality. (a) In connection From the Agreement Date through the Closing, the Company and the Seller Parties will provide Parent, Purchaser and their respective Affiliates and Representatives, upon reasonable advance notice to the Company’s or the Seller Parties’ Representatives, with their investigation reasonable access during normal business hours to the Leased Real Property and assets of the business Company and its personnel, representatives and Books and Records; provided, that such access will be subject to the terms of any applicable Real Property Lease and will otherwise give due regard to minimizing interference with the operations, activities and employees of the Company. In addition, Parent and neither Parent, Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or nor any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, authorized representatives shall contact or hold discussions with customers, suppliers, agents or employees of the Company Business without the prior written consent of Seller (which consent shall not be unreasonably delayed, withheld or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(aconditioned). (b) From As soon as reasonably practicable after the date hereof Agreement Date, the Seller Parties shall give Purchaser access to the Effective TimeReal Property Leases in the possession of the Seller Parties or the Company. As soon as reasonably practicable after the Closing, the Company shallSeller Parties shall deliver to Purchaser all original (and any and all copies of) agreements, documents, Books and Records, files and other information, and shall cause the Subsidiaries all computer disks, records, tapes and the officersany other storage medium on which any such agreements, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilitiesdocuments, books and records records, files and other information are stored, in any such case relating primarily to the Business that are in the possession of the Seller Parties. Following the Closing, the Seller Parties shall not retain in their possession or control, in any form, any agreements, documents, Books and Records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, Books and Records, files and other information, relating primarily to the Business (including any personal or other information stored on any Company media by any employees of the Company); provided, that the foregoing shall not apply to agreements, documents, Books and each SubsidiaryRecords, files and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with other information that are: (i) contained in any electronic file created pursuant to a copy of each reportSeller Party’s routine back-up or archiving procedure, statement, schedule and other document filed or received (ii) required by the Company either Seller Party or any of its Subsidiaries Affiliates in connection with the provision of services to the Company pursuant to the requirements of federal Transition Services Agreements or state securities laws or filed (iii) required by a Seller Party for compliance with Regulations; and provided further that, if and so long as, any other governmental or regulatory authority and (ii) all financial, operating and other data and such information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 is Confidential Information then such Confidential Information shall be kept confidential in accordance with Section 6.2(e). If, notwithstanding the Confidentiality foregoing, a Seller Party discovers following the Closing Date that it is in possession of or has under its control any such items that it is not permitted to retain pursuant to the foregoing or the following sentence, then such Seller Party shall thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. In the event that any Books and Records or other information to be delivered to Purchaser pursuant to this Section 6.2(b) relate not only to the Company but to either Seller Party or other Affiliates of Seller or are necessary for Seller or any of its Affiliates to comply with Regulations or to comply with Contracts, then Seller shall be entitled to retain copies of such Books and Records or other information to the extent necessary for such compliance. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.2 shall require the Seller Parties, the Company or any of their respective Affiliates to disclose any information to Purchaser if such disclosure (i) would violate the maintenance of attorney‑client or other legal privileges or doctrines, or (ii) would violate applicable Regulations or limitations imposed by any Governmental Body. (d) Each of Parent and Purchaser will hold and will cause its representatives and Affiliates to hold in confidence all documents and information furnished to it in connection with the Transaction pursuant to the terms of that certain confidentiality agreement dated July 26, 2018 between Seller and Parent (the “Non-Disclosure Agreement”). All materials reviewed or received in connection with this Section 6.2 shall be deemed to be Evaluation Material (as defined in the Non-Disclosure Agreement) for the purposes of the Non-Disclosure Agreement. Effective as of the Closing, the Non-Disclosure Agreement shall expire and no longer apply to Parent, Purchaser or any of their respective Affiliates. (e) For a period of three years following the Closing Date, each Seller Party shall not, and each Seller Party shall direct its Representatives not to, use for its or their own commercial benefit or divulge or convey to any third party for such third party’s commercial benefit, any Confidential Information; provided, however, that, notwithstanding the foregoing restriction, Seller or its Representatives may furnish such portion (and only such portion) of the Confidential Information as such Seller Party or such Representative reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body; (ii) to the extent not inconsistent with such request, it notifies Purchaser of the existence, terms and circumstances surrounding such request and consults with Purchaser on the advisability of taking steps available under applicable Regulations to resist or narrow such request; and (iii) it exercises reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information. For purposes of this Agreement, “Confidential Information” consists of non-public information and data relating to the Company or this Transaction other than information that is or becomes available to the public other than as a result of a breach of this Section 6.2(e) by a Seller Party or its Representatives, but in no event shall information exclusively relating to or exclusively used in the operation of the Simply Mac Business be Confidential Information. Notwithstanding anything in this Agreement to the contrary, each Seller Party or its Representatives may (without notice to Parent or Purchaser), furnish Confidential Information to one or more Persons who execute a customary confidentiality agreement in connection with any negotiations or discussions involving any Seller CIC Transaction; provided, that the Seller Parties shall be jointly and severally liable for any breaches of any such confidentiality agreements by the counterparties thereto. Notwithstanding anything in this Section 6.2, this Section 6.2 is subject to Section 11.7.

Access to Information; Confidentiality. (a) In connection with The Company shall afford to Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours upon reasonable prior notice to the Company, throughout the period from the date of this Agreement to the earlier to occur of the Effective Time and the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws, as well as each of their investigation executive officers and agents (including access for the purpose of preparing and coordinating programs, objectives and other information related to the integration of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for with the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans Parent or budgets relating to the Company's Remote Sensing Technology. Each any of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation affiliates following consummation of the adequacy and accuracy Merger). Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or Subsidiaries, would cause a violation of any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as agreement to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of reasonable access without violating such agreement), would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Parent or any of its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or any of its Subsidiaries. If, in the course of any investigation pursuant to this Section 4.2(a), Parent discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon closing would constitute a breach, Parent agrees that it will promptly so inform the requirements Company, provided, however, that (i) Parent’s failure to do so will not modify, waive, limit, restrict of federal change the rights and remedies available to the Parent, or state securities laws the Company’s obligations, under this Agreement or filed with any other governmental or regulatory authority by Law and (ii) all financialno information received pursuant to an investigation made under this Section 4.2 shall be deemed to qualify, operating and modify, amend or otherwise affect any representations, warranties, covenants or other data and agreements of the Company set forth in this Agreement or any certificate or other instrument delivered to Parent in connection with the transactions contemplated hereby, amend or otherwise supplement the information as Parent set forth in the Company Disclosure Schedule, limit or Purchaserrestrict the remedies available to the parties under applicable Law arising out of a breach of this Agreement or otherwise available at Law or in equity, through its officers, employees or agents, may reasonably requestlimit or restrict the ability of either party to invoke or rely on the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement set forth in Article 5. (cb) Purchaser Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be bound by the terms of the confidentiality agreementEvaluation Material, dated May 8as such term is used in, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential treated in accordance with with, the Confidentiality Agreement, dated as of January 22, 2008, between the Company and SAES Smart Materials, Inc., a New York corporation (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) In connection with their investigation The Company will afford to VIALOG and the Representatives of VIALOG full access during normal business hours throughout the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof period prior to the Effective Time, the Company shall, Time to all of its (and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, its Subsidiaries') properties, offices and other facilitiesbooks, books contracts, commitments and records of the Company and each Subsidiary(including without limitation Tax Returns) and, and shall during such period, will furnish promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with upon request (i) a copy of each report, statementschedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, in strict confidence all non-public documents and information furnished (whether prior or subsequent hereto) to VIALOG as the case may be, in connection with the Transactions. The cost of performing such due diligence shall be the responsibility of VIALOG. (b) VIALOG will afford to the Company and the Representatives of the Company full access during normal business hours throughout the period prior to the Effective Time to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws laws) or filed by any of them with any other governmental Authority in connection with the Transactions or regulatory authority and which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financialfinancial records, operating ledgers, workpapers and other data sources of financial information processed or controlled by VIALOG or its accountants and (B) all other information relating to VIALOG and its Subsidiaries that the Company or its Representatives requires, and (iii) such other information concerning any of the foregoing as the Company will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold in strict confidence all non- public documents and information as Parent furnished (whether prior or Purchaser, through its officers, employees or agents, may reasonably requestsubsequent hereto) to the Company in connection with the Transactions. The cost of performing such due diligence shall be the responsibility of the Stockholders. (c) Purchaser agrees Subject to be bound by the terms and conditions of the confidentiality agreementConfidentiality Letter, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent VIALOG and the Company may disclose such information as if Purchaser was a party theretomay be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to be disclosed. All information obtained by Parent or Purchaser In the event that this Agreement is terminated in accordance with its terms, VIALOG and the Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.04 shall be kept confidential or any other provision of this Agreement or otherwise in accordance connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (d) The Company and VIALOG acknowledge that the Company and VIALOG executed one or more Confidential Disclosure Agreements (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the provisions of the Confidentiality Letter. (e) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) In connection Except as may be necessary to comply with their investigation of the business of the Company, Parent any Applicable Laws and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, subject to any reasonably applicable privileges (including, without limitation, estimatesthe attorney-client privilege), projectionsfrom the date of this Agreement until the Closing Date, forecasts, plans or budgets the Glass Machinery Units shall (i) give Buyer and its Representatives reasonable access to the records of the Glass Machinery Units relating to the Company's Remote Sensing Technology. Each of Parent Glass Machinery Business during normal business hours and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiesupon reasonable prior notice, (ii) that it is taking full responsibility give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred, directly or indirectly, to Buyer at Closing during normal business hours and upon reasonable prior notice for making its own evaluation the purpose of the adequacy and accuracy Buyer's conduct of all estimatesan environmental audit of such facilities or documentary due diligence, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against furnish to Buyer and its Representatives such financial and operating data and other information relating to the Company or any Glass Machinery Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of the Glass Machinery Units to provide reasonable cooperation to Buyer in its Affiliates or any investigation of their respective directorsthe Glass Machinery Business. Without limiting the generality of the foregoing, officerssubject to the limitations set forth in the first sentence of this Section 5.02(a), employeesfrom the date of this Agreement to the Closing Date Black & Decker shall (i) use reasonable commercial efforts to enable Buxxx xnd its Representatives to conduct, agentsat Buyer's expense, stockholdersbusiness and financial reviews, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation investigations and studies as to which the foregoing clause operation of the Glass Machinery Business, including any tax, operating or other efficiencies that may be achieved and (iiiii) give Buyer and its Representatives access upon reasonable request to information relating to the Glass Machinery Business of the type and with the same level of detail as in the ordinary course of business currently is not applicablebeing made available to the president or chief financial officer of the Glass Machinery Business. AccordinglyNotwithstanding the foregoing, neither Buyer nor its Representatives shall have access to personnel records of any the Company makes no representation Glass Machinery Units relating to individual performance or warranty with respect evaluation records, medical histories or other information that in Black & Decker's good faith opinion is sensitive or the disclosure of wxxxx xxuld subject any the Glass Machinery Units to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)risk of liability. (b) From For a period of two years after the date hereof Closing Date, Black & Decker and its Subsidiaries will treat and hold as confidential, xxx confidential information relating primarily to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents operations or affairs of the Company Glass Machinery Business. For a period of five years after the Closing Date, Black & Decker and its Subsidiaries will not disclose any confidential inforxxxxxx that includes technical (including without limitation Intellectual Property) or marketing information to a Competing Business for a period of five (5) years after the Subsidiaries toClosing Date. In the event any such Person is requested or required (by oral or written request for information or documents in any legal proceeding, afford interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such confidential information, then Black & Decker shall notify Buyer promptly of the officersrequest or requirement so txxx Xxyer, employees and agents at its expense, may seek an appropriate protective order or waive compliance with this Section 5.02(b). If, in the absence of Parent and Purchaser and persons providing a protective order or committing receipt of a waiver hereunder, any such Person is, on the advice of counsel, compelled to provide Parent or Purchaser with financing for disclose such confidential information such Person may so disclose the Transactions confidential information, provided that such Person shall use its reasonable access at all reasonable times efforts to obtain reliable assurance that confidential treatment will be accorded to such confidential information. The provisions of this Section 5.02(b) shall not be deemed to prohibit the disclosure of confidential information relating to the officers, employees, agents, properties, offices and other facilities, books and records operations or affairs of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received Glass Machinery Business by the Company Black & Decker or any of its Subsidiaries pursuant to the requirements of federal extent reasonably required (x) to prepare or state securities laws complete any required Tax Returns or filed with any other governmental or regulatory authority and financial statements, (ii) all financialin connection with audits or other proceedings by or on behalf of a Governmental Authority, operating and other data and information as Parent (iii) in connection with any insurance or Purchaserclaims, through its officers(iv) to the extent necessary to comply with any Applicable Laws, employees or agents, may reasonably request. (cv) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the provide services to any Buyer Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreementterms and conditions of any of the Transaction Documents or (vi) in connection with any other similar administrative functions in the ordinary course of business. Notwithstanding the foregoing, the provisions of this Section 5.02(b) shall not apply to information that (i) is or becomes publicly available other than as a result of a disclosure by Black & Decker or any of its Subsidiaries, (ii) is or becomes available to Xxxxx & Decker or any of its Subsidiaries on a non-confidential basis frox x xxurce that, to Black & Decker's knowledge, is not prohibited from disclosing such informaxxxx xx a legal, contractual or fiduciary obligation or (iii) is or has been independently developed by a Black & Decker or any of its Subsidiaries (other than solely for the Glass Maxxxxxxy Business) after the Closing Date.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Seller will (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Acquired Company and the Subsidiaries to, afford to permit representatives of the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions have reasonable access at during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all reasonable times to the officers, employees, agentspremises, properties, offices personnel, books, records (including Tax records and other facilitiesaccountants' work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its advisors with copies of all such Contracts, books and records of the Company and each Subsidiaryrecords, and shall promptly other existing documents and data as Purchaser may reasonably request, (iii) furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser its advisors with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all such additional existing financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Purchaser may reasonably request, and (iv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, the officers of the Acquired Company or any Subsidiary, as Purchaser may reasonably request. The confidentiality of all such documents and information furnished in connection with the Contemplated Transactions shall be governed by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.12(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company's general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) Purchaser agrees From and after the Closing, and subject to be bound by the terms requirements of applicable Law, any securities exchange on which the confidentiality agreementsecurities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, dated May 8Seller and Parent shall keep secret and retain in confidence, 1998 (and not use for the "Confidentiality Agreement")benefit of Seller, between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser any Person other than Purchaser, all confidential matters and trade secrets known to Seller or Parent relating to the Business, including all books and records referred to in Section 5.02(b) and information made available to Seller pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement1.05(a).

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans Except as required pursuant to any confidentiality agreement or budgets relating similar agreement or arrangement to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any of its Affiliates Company Subsidiary is a party or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect pursuant to any estimatesapplicable Law, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From from the date hereof of this Agreement to the Effective TimeTime of Delivery, the Company shall, and shall cause the Company Subsidiaries to: (i) provide to the Purchaser (and the its officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents of the Company and the Subsidiaries toother representatives (collectively, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable "Representatives")) access at all reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiary, Company Subsidiaries and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority books and records thereof and (ii) all financialfurnish promptly such information concerning the business, operating properties, contracts, assets, liabilities, personnel and other data aspects of the Company and information the Company Subsidiaries as Parent the Purchaser or Purchaser, through its officers, employees or agents, Representatives may reasonably request. (b) At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act and prior to two years from the Time of Delivery, the Company shall, for the benefit of the holders from time to time of the New Securities, furnish at its expense, upon request, to holders of the New Securities information (the "Additional Issuer Information") satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. (c) Purchaser The Company agrees to make available to the holders of the New Securities as soon as practicable after the end of each fiscal year, and in any event within 90 days, an annual report (including a balance sheet and statements of income, shareholders' equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the Time of Delivery), and in any event within 45 days, consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail in accordance with past practice. (d) So long as after the Time of Delivery or the Accelerated Time of Delivery, as the case may be, the Purchaser or any Affiliate of the Purchaser is a holder of at least 15% of Diluted Shares (the "Qualified Holding Condition"), the Company shall make available to the Purchaser copies of all reports or other communications (financial or other) furnished to shareholders or members of the Board of Directors of the Company, and to make available to the Purchaser (x) as soon as they are generally available, copies of any reports and financial statements furnished to or filed or required to be bound filed with the SEC or any securities exchange on which the New Securities or any class of securities of the Company is listed; and (y) such additional information concerning the business and financial condition of the Company as the Purchaser may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and the Company Subsidiaries are consolidated in reports furnished to its shareholders generally or to the SEC). (e) The Company shall provide or cause to be provided to the Purchaser and its Representatives all relevant information (including, without limitation any documents or correspondence relating thereto) concerning ConsumerCo, the Strategic Acquisition, the Transaction Agreement and other transactions contemplated by the terms Transaction Agreement available to the Company, and shall, cause its Representatives to, notify the Purchaser of the status of and new developments with respect to the Strategic Acquisition and the Transaction Agreement and such transactions, and respond on a timely basis to questions and inquiries that the Purchaser or its advisors may reasonably have. (f) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the confidentiality agreementagreement dated July 1, dated May 8, 1998 1999 (the "Confidentiality Agreement"), ) between Parent the Company and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality AgreementPurchaser.

Access to Information; Confidentiality. (a) In connection with their investigation of Until the business of the CompanyClosing, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Companyupon reasonable written notice, and certain plan except in the case of an Action by Purchaser against Seller, Seller shall, and budget informationshall cause its subsidiaries to, includingwith respect to the Business only and to the extent permitted by Law, without limitationafford to Purchaser and its Representatives reasonable access during normal business hours to all their properties, estimatesplants, projectionsbooks, forecastssystems, plans or budgets Contracts, commitments, personnel and Records relating to the Company's Remote Sensing Technology. Each of Parent Business (including (A) such access as is reasonably necessary for Purchaser to engage in timely and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar informed consultation with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty Seller with respect to any estimatesthe Port Wentworth Project and (B) financial Records, projections, forecasts, plans but excluding Tax Returns that are included in Section 1.02(b)(vii) (provided that work papers (or budgets referred the relevant portions thereof) related thereto shall be made available to Purchaser upon its reasonable request) and Records that are included in this Section 6.04(a1.02(b)(viii)). (b) From and after the Closing until the sixth anniversary of the date hereof to the Effective Timehereof, the Company upon reasonable written notice, (i) Seller shall, and shall cause its subsidiaries to, the Subsidiaries extent permitted by Law, afford Purchaser and its Representatives reasonable access during normal business hours to information relating to the Business, the Transferred Assets and the officersAssumed Liabilities for Tax, directorscompliance, employeesreporting or other reasonable business purposes and, auditors and agents of the Company and the Subsidiaries toduring such period, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each SubsidiarySeller shall, and shall cause its subsidiaries to, furnish promptly furnish Parent and Purchaser and persons providing to Purchaser, to the extent permitted by Law, all other information with respect to or committing to provide Parent or Purchaser with financing for concerning the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority as Purchaser may reasonably request and (ii) Purchaser shall, and shall cause its subsidiaries to, to the extent permitted by Law, afford Seller and its Representatives reasonable access during normal business hours to information relating to the Business, the Excluded Assets and the Retained Liabilities for Tax, compliance, reporting or other reasonable business purposes and, during such period, Purchaser shall, and shall cause its subsidiaries to, furnish promptly to Seller, to the extent permitted by Law, all financial, operating and other data and information with respect to or concerning the Transactions as Parent or Purchaser, through its officers, employees or agents, Seller may reasonably request, in each case except in the case of an Action by one party against the other. (c) Purchaser agrees Notwithstanding anything to be bound by the contrary in Section 6.02(a) or 6.02(b), any party may withhold (i) any documents (or portions thereof) or information that such party is obligated to keep confidential from the requesting party pursuant to the terms of the a confidentiality agreementagreement with a third party, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent ii) any document (or portions thereof) or information which may constitute privileged attorney-client communications or attorney work product and the Company 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 (except that, after the Closing, Seller shall not withhold under this clause (ii) any such document or information relating to an Assumed Liability) and (iii) any document (or portions thereof) or information relating to pricing or other matters that are highly competitively sensitive if the exchange of such document (or portions thereof) or information, as reasonably determined by such party’s counsel, might reasonably result in a violation of antitrust Laws by such party or any of its affiliates. If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld, and the parties shall use reasonable best efforts to obtain any consents necessary, or restructure the form of access, so as to permit the access requested. If so reasonably requested by Purchaser, Seller and Purchaser was shall enter into a party thereto. All customary joint defense agreement with respect to the documents and information obtained by Parent or Purchaser accessed pursuant to this Section 6.04 6.02. In respect of any request after the Closing Date, the party requesting such access agrees to reimburse the other party promptly for all reasonable and necessary out-of-pocket costs and expenses incurred in connection with any such request; provided, however, that such other party shall first consult with the requesting party with respect to costs and expenses of third-party service providers that are expected to be incurred in connection with the request before incurring such costs and expenses and shall not, without the consent of the requesting party, incur such third-party service provider costs and expenses if it would not have incurred such costs and expenses in response to its own need for comparable information arising in its other businesses. Upon Purchaser’s execution of a work paper access letter in customary form, Purchaser shall be kept afforded reasonable access by Seller to all information used by Seller and the other members of the Seller Group in the preparation of the Business Financial Statements. (d) After the Closing Date, except in the case of an Action by one party against another party, each party hereto shall use commercially reasonable efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees and other Representatives of the Business as witnesses, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) may reasonably be required in connection with any Action in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith. (e) After the Closing Date, Seller and Purchaser shall keep confidential, and shall cause their respective affiliates and instruct their respective Representatives to keep confidential, all confidential or non-public information received from the other party hereunder (including, in the case of Seller, the Purchaser Disclosure Letter) except as required by applicable Law or administrative process and except for information which is available to the public, other than as a result of a breach of this Section 6.02(e). Seller shall have the right to make and retain copies of all Transferred Assets that are the subject of Section 1.02(a)(xi) for Tax, compliance, reporting or other reasonable business purposes and, with respect to any such Transferred Assets that are confidential or non-public, Seller shall keep confidential any such copies in accordance with this Section 6.02(e). The covenant set forth in this Section 6.02(e) shall terminate three years after the Closing Date. (f) Effective as of the Closing, information relating to the Business shall be deemed not to constitute Confidential Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement and Common Interest Information (as defined in the JDA) under the JDA, and information relating to the Seller Business shall remain Confidential Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement and information relating to the Purchaser and the Seller Business shall remain Common Interest Information (as defined in the JDA) under the JDA; provided, however, that if Purchaser has complied with its obligations under the last sentence of this Section 6.02(f), neither Purchaser nor any of its affiliates or Representatives (other than any Transferred Employee) shall have any liability for any unauthorized disclosure of information relating to the Seller Business by any Transferred Employee. Prior to the Closing, Seller shall, and shall cause its affiliates (including the Transferred Entity) to, take such steps as it may deem necessary to remove, erase, delete or otherwise destroy all Seller information (whether in print, electronic or other forms) that does not constitute a Transferred Asset and that is in the possession of any Business Employee who will become a Transferred Employee after the Closing. After the Closing Date, Purchaser shall, and shall cause its affiliates (including the Transferred Entity) to, instruct all Transferred Employees to promptly remove, erase, delete or otherwise destroy all Seller information (whether in print, electronic or other forms) in the possession of any Transferred Employee that does not constitute a Transferred Asset. (g) Subject to Section 6.02(f), all information provided to Purchaser pursuant to Section 6.02(a) shall be held by Purchaser as Confidential Information (as defined in the Confidentiality Agreement) and shall be subject to the Confidentiality Agreement. (h) Except as set forth in Section 6.02(f), this Section 6.02 shall be without prejudice to the Common Interest, Confidentiality and Joint Defense Agreement (the “JDA”) entered into on behalf of the parties as of March 31, 2016, which agreement shall continue in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) In connection with After the date hereof and prior to the Closing, the Seller shall permit the Purchasers and their investigation of the representatives and agents to have reasonable access during normal business of the Company, Parent hours to Seller's books and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets records relating to the Company's Remote Sensing Technology. Each of Parent Conveyed Assets and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to itBusiness, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Seller shall furnish promptly to the Company or any Purchasers such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation available information concerning the Conveyed Assets and the Business as to which the foregoing clause (iii) is not applicablePurchasers may reasonably request. AccordinglyNotwithstanding the foregoing, the Company makes no representation Seller need not disclose to the Purchasers any information which would violate applicable law or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)regulation. (b) From the date hereof Information disclosed to the Effective Time, the Company shall, and Purchasers pursuant to Section 5.2(a) hereof shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times be subject to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreementConfidentiality Agreement, dated May as of December 8, 1998 1997, by and between the Seller and Chattem (the "Confidentiality Agreement"), between Parent and Purchasers shall, in accordance therewith, cause their directors, officers, employees, Affiliates, advisers, representatives and agents to, treat as confidential all of the Company as if Purchaser was a party thereto. All information obtained provided by Parent or Purchaser the Seller pursuant to this Section 6.04 shall be kept confidential 5.2(a) hereof or otherwise and not to use such information except in connection with the transactions contemplated hereby and in accordance with the Confidentiality Agreement. (c) Following the Closing, for so long as such information is retained (which shall be a period of at least six years), the Purchasers shall permit the Seller and its representatives and agents to have reasonable access during normal business hours to the books and records relating to the Business to the extent that such access may be reasonably required (i) in connection with preparation of the Seller's accounting records, (ii) in connection with the preparation of any Tax Returns or with any tax audits, (iii) in connection with any Proceeding relating to the Business, or (iv) for any other proper business purpose of the Seller. (d) Following the Closing, for so long as such information is retained (which shall be for a period consistent with Seller's document retention policy), the Seller shall permit the Purchasers and their representatives and agents to have reasonable access during normal business hours to the Retained Information. In addition, (i) Seller shall cooperate with the Purchasers in making Retained Information available, (ii) Seller shall furnish copies (at Purchasers' cost) of such Retained Information, to the extent practicable, at the request of Purchaser, and (iii) upon written notice from the Purchasers of any request for Retained Information, Seller shall designate appropriate contacts with respect thereto. (e) From and following the Closing, the Seller and its Affiliates shall treat and hold, and cause their counsel, accountants and advisers to treat and hold, as such all Confidential Information (as defined below), refrain from using any of the Confidential Information except in connection with this Agreement or except for internal purposes or as may be necessary or appropriate for the completion of income tax returns or in compliance with other applicable laws, regulations, and orders of courts or regulatory authorities in connection with any litigation. The foregoing provisions shall not apply to any Confidential Information which is generally available to the public immediately prior to the time of disclosure. For purposes of the foregoing paragraph, "Confidential Information" means financial and business information relating to the Business which is non-public and confidential or proprietary in nature.

Access to Information; Confidentiality. (a) In connection with their investigation of During the business of the Company, Parent and Purchaser have received period from the Company certain estimatesdate of this Agreement through the Closing Date, projections the Seller will give the Buyer and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officersauthorized Affiliates, employees, agents, stockholdersadvisors, accountants, attorneys, engineers, environmental consultants, investment bankersfinancing sources and representatives reasonable access during customary working hours to all plants, accountants or representativesoffices, or hold the Company or any such persons liable with respect theretowarehouses, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officersfacilities, employees and agents Books and Records of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times Seller relating to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information Business as Parent or Purchaser, through its officers, employees or agents, they may reasonably request. (cb) Purchaser agrees Each Party will hold and will cause its Affiliates, employees, agents, advisors, accountants, attorneys, engineers, environmental consultants, representatives and financing sources to be bound hold any information which such Party receives in connection with the transactions contemplated by this Agreement in strict confidence and in accordance with and subject to the terms of the confidentiality agreementConfidentiality Agreement dated as of July 20, dated May 82001 between the Buyer and ASR, 1998 as may be amended or modified by the Parties (the "Confidentiality Agreement"). (c) Solely with respect to the Acquired Assets and documents reasonably available to Seller, between Parent the Seller, at its sole cost and expense, shall provide to the Company as if Purchaser was a party thereto. All Buyer reasonable access (at all corporate offices of the Business) to all records and information obtained concerning all Environmental Permits and Materials of Environmental Concern, used, stored, generated, treated or disposed of by Parent the Seller, all environmental or Purchaser pursuant safety studies conducted by or on behalf of the Seller and all reports, correspondence or filings to this Section 6.04 shall be kept confidential in accordance Governmental Authorities concerning the compliance of the Acquired Assets or the operation of the Business with Requirements of Environmental Laws, all policies and procedures manuals or guidelines utilized by the Confidentiality Agreement.Seller to comply with Requirements of Environmental Laws, and any other information reasonably requested by the Buyer pertaining to environmental, health, and safety issues (the "Environmental Information"

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating Subject to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordinglyapplicable Laws, the Company makes no representation or warranty with respect shall afford to any estimatesParent and its Representatives reasonable access (including, projectionsif applicable, forecasts, plans or budgets referred the right at Parent's expense to in this Section 6.04(a). (bmake copies) From during normal business hours during the period from the date hereof until the earlier to occur of the Effective TimeTime and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 to its and its Subsidiaries' properties, books, work papers, operating and financial reports, Tax Returns, Contracts, commitments, Representatives and records and, during such period, the Company shallshall furnish to Parent promptly all other information concerning its business, properties and personnel as Parent may reasonably request. Each party shall hold, and shall cause its Representatives to hold, all information received from the Subsidiaries and the officersother party, directorsdirectly or indirectly, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser in confidence in accordance with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8as of August 2, 1998 2012, between Parent (or its Affiliate) and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). Notwithstanding the foregoing, between the Company shall not be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any Person or (z) would violate any Law applicable to it, its Subsidiaries or its business; it being understood and agreed that the Company shall advise Parent in such circumstances that it is unable to comply with Parent's reasonable requests for information or access as a result of attorney-client privilege, confidentiality obligations or applicable Law and the Company as if Purchaser was a shall use its commercially reasonable efforts to generally describe the types of information being withheld. The disclosing party thereto. All information obtained by Parent or Purchaser shall be entitled to have its Representatives present at all times during any inspection pursuant to this Section 6.04 shall be kept confidential 6.2. No access or information provided pursuant to this Section 6.2 will affect any of the representations or warranties of the parties contained in accordance with the Confidentiality this Agreement. (b) Notwithstanding anything in this Section 6.2 to the contrary, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company's employees below the level of Vice President, unless in each case an employee at or above the level of Senior Vice President has (A) made such employee available or (B) given written consent to discussions with such employee, (ii) damage any property or any portion thereof, or (iii) perform any onsite procedure or investigation (including any onsite environmental investigation or study) that involves physical disturbance or damage to any property or any portions thereof. (c) No access or information provided pursuant to this Section 6.2 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection Except as may be necessary to comply with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, any Applicable Laws (including, without limitation, estimatesany requirements with respect to security clearances) and subject to any applicable privileges (including, projectionswithout limitation, forecaststhe attorney-client privilege), plans or budgets from the date of this Agreement until the Closing Date, Lockheed Martin will (a) give the Purchaserx xxx their Representatives reasonable access to the records of the Lockheed Martin Companies relating to the Company's Remote Sensing TechnologyXxxxxxss during normal business hours and upon reasonable prior notice, (b) give the Purchasers and their Representatives reasonable access to any facilities the possession of which will be transferred to Newco at Closing during normal business hours and upon reasonable prior notice for the purpose of Purchasers' conduct of a Phase I Environmental Audit of such facilities or documentary diligence, (c) furnish to the Purchasers and their Representatives such financial and operating data and other information relating to the Business as the Purchasers may reasonably request and (d) instruct the employees and Representatives of the Lockheed Martin Companies to cooperate wxxx xhe Purchasers in their investigation of the Business. Each Without limiting the generality of Parent and Purchaser acknowledges the foregoing, subject to the limitations set forth in the first sentence of this Section 7.02(a), (i) Lockheed Martin shall use reasonable commercxxx xxforts to enable the Purchasers and the Purchasers' Representatives to conduct, at the Purchasers' own expense, business and financial reviews, investigations and studies as to the operation of the various Business Units, including any tax, operating or other efficiencies that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans may be achieved and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation from the date of this Agreement to the Closing Date, Lockheed Martin shall give the Purchasers axx xxxir Representatives access to information relating to the Business of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to ittype, and (iii) that it will with the same level of detail, as in the ordinary course of business is made available to the presidents or chief financial officers of the Business Units. Notwithstanding the foregoing, the Purchasers shall not assert any claim against the Company or have access to personnel records of any of its Affiliates the Lockheed Martin Companies relating to indivxxxxx performance or evaluation records, medical histories or other information which in Lockheed Martin's good faith opinion is senxxxxxx or the disclosure of which could subject any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as Lockheed Martin Companies to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)risk of liabilitx. (b) From For a period of three years after the date hereof Closing Date, the Lockheed Martin Companies will treat and hoxx xx such, any confidential information concerning the operations or affairs of the Business. In the event any of the Lockheed Martin Companies is requested or rexxxxxx (by oral or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such confidential information, then Lockheed Martin will notify Newco promptly ox xxx request or requirement so that Newco, at its expense, may seek an appropriate protective order or waive compliance with this Section 7.02(b). If, in the absence of a protective order or receipt of a waiver hereunder, any of the Lockheed Martin Companies is, on the advice xx xxxnsel, compelled to disclose such confidential information the Lockheed Martin Company may so disclose the xxxxxdential information, provided that the Lockheed Martin Company will use its reasxxxxxx efforts to obtain reliable assurance that confidential treatment will be accorded to such confidential information. The provisions of this Section 7.02(b) will not be deemed to prohibit the disclosure of confidential information concerning the operations or affairs of the Business by any of the Lockheed Martin Companies to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with extent reasoxxxxx required (i) a copy of each reportto prepare or complete any required tax returns or financial statements, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialin connection with audits or other proceedings by or on behalf of a Governmental Authority, operating and other data and information as Parent (iii) in connection with any insurance or Purchaserbenefits claims, through its officers(iv) to the extent necessary to comply with any Applicable Laws, employees or agents, may reasonably request. (cv) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant provide services to this Section 6.04 shall be kept confidential Newco in accordance with the Confidentiality Interim Services Agreement, or (vi) in connection with any other similar administrative functions in the ordinary course of business. Notwithstanding the foregoing, the provisions of this Section 7.02(b) shall not apply to information that (i) is or becomes publicly available other than as a result of a disclosure by any of the Lockheed Martin Companies, (ii) is or becomex xxxxlable to a Lockheed Martin Company on a non-confidentixx xxxis from a source that, to Lockheed Martin's knowledge, is not prohxxxxxx from disclosing such information by a legal, contractual or fiduciary obligation, or (iii) is or has been independently developed by a Lockheed Martin Company (other than solely fxx xxx Business or by one of the Business Units). This Section 7.02(b) shall not apply to the disclosure of confidential information concerning the Instrumentation Recorder Product Line of Advanced Recorders in connection with or after the sale thereof to a purchaser or potential purchaser (other than Newco); provided, however, that such disclosure may only be made pursuant to a confidentiality agreement containing reasonable terms and conditions.

Access to Information; Confidentiality. (a) In connection with their investigation To the extent not prohibited or restricted by applicable Law and subject to the provisions of the business of the CompanyConfidentiality Agreement, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Seller will: (i) that there afford to Buyer and its representatives reasonable access (including for the purpose of coordinating integration activities and transition planning), during regular business hours upon reasonable notice, to (A) offices and other facilities where principal activities of the Business occur and where Purchased Assets are uncertainties inherent in attempting located, excluding Seller’s administrative offices and its headquarters (and for any Business Employee or relevant information located at Seller’s administrative offices or headquarters, Seller will make the same available at a reasonable location) and (B) copies of Assigned Contracts (subject to applicable confidentiality restrictions), material books and records to the extent related to the Business or the Purchased Assets; (ii) upon reasonable notice, permit Buyer and its representatives to make such estimates, projections, forecasts, plans and budgets, that inspections as it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of may reasonably require to the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished extent related to it, and the tangible Purchased Assets; and (iii) that it will not assert any claim against the Company or any of cause Seller’s officers and employees and representatives to furnish Buyer and its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any representatives with such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty reasonable financial and operating data and other information with respect to any estimates, projections, forecasts, plans the Business or budgets referred Purchased Assets as Buyer may from time to in this Section 6.04(a)time request. (b) From Buyer agrees to maintain a list of those individuals who, on the date hereof behalf of Buyer, receive information or access hereunder and agrees that in the event this Agreement is terminated pursuant to ARTICLE 9, such list will be discoverable by Seller in any litigation to enforce the terms of the Confidentiality Agreement, provided that this provision does not limit or waive any privilege Buyer may claim in any such litigation, except to the Effective Timeidentity of the individuals on such list. (c) Following Closing, the Company Seller shall, and shall cause Seller’s Affiliates to, maintain and keep confidential and not to disclose or use for any purpose except as expressly contemplated in this Agreement, the Subsidiaries Transition Services Agreement, the Manufacture and Supply Agreement or the officersIP Use Transition Agreement, directorsthe Transferred Intellectual Property, employees, auditors all trade secrets and agents confidential information of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each SubsidiaryBusiness, and all other Business Information; provided that nothing in this Section 6.2(c), shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with prohibit Seller from (i) contacting, or using contact information with respect to, any customer or vendor of the Business that is also, as of the date hereof, a copy customer or vendor of each report, statement, schedule and other document filed Seller outside the Business or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. using (cbut not disclosing) Purchaser agrees to be bound by the terms Confidential Information of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance Business consistent with the Confidentiality Agreementuse by Seller as of the date hereof in the conduct of its businesses other than the Business.

Access to Information; Confidentiality. (a) In connection with their investigation of Prior to the business of the CompanyClosing Date, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the CompanySeller shall, and certain plan shall cause each Acquired Company to, afford to Buyer and budget informationits Representatives reasonable access upon reasonable notice at reasonable times during normal business hours to the Business Employees and Potential Qualified Employees, includingAcquired Company Books and Records and Reinsured Business Books and Records and, without limitationduring such period, estimatesSeller shall, projectionsand shall cause each of its applicable Affiliates to, forecasts, plans or budgets furnish to Buyer such information to the extent relating to the Company's Remote Sensing Technology. Each of Parent Business as Buyer may from time to time reasonably request, other than any such properties, books, Contracts, records and Purchaser acknowledges information that (i) are subject to an attorney-client or other legal privilege that there are uncertainties inherent in attempting would reasonably be expected to make be impaired by such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, disclosure or (ii) that it is taking full responsibility for making its own evaluation are subject to a contractual obligation of confidentiality. If any properties, books, Contracts, records and information are withheld by Seller pursuant to clause (i) or (ii) of the adequacy and accuracy of all estimatespreceding sentence, projections, forecasts, plans and budgets so furnished to itSeller shall, and (iii) that it will not assert any claim against the shall cause each Acquired Company or any of its Affiliates or any of their respective directorsand, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to the Business, each of its applicable Affiliates, to, inform Buyer of that fact and provide a description of the general nature of what is being withheld, and cooperate with any estimatesrequests for, projectionsand use its reasonable best efforts to (A) develop substitute arrangements that do not result in the loss of such privilege or the breach of such obligations (including redacting information or entering into joint defense agreements) and (B) to obtain any consent or waiver necessary from any Person to whom any contractual confidentiality obligation is owed in order to disclose such information to Buyer and restructure the form of access, forecastsand/or make other arrangements, plans so as to permit the access requested. All requests for access or budgets referred information pursuant to in this Section 6.04(a‎5.2(a) shall be directed to such Person or Persons as Seller shall designate. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to all information of any type furnished or provided to them pursuant to this Section ‎5.2(a). (b) From Through the date hereof to the Effective TimeClosing Date, the Company Seller shall, and shall cause the Subsidiaries Acquired Companies, and, with respect to the Business, each of its applicable Affiliates, to, preserve and maintain the Acquired Company Books and Records and the officersReinsured Business Books and Records in all material respects in the same manner, directorswith the same care as all such Acquired Company Books and Records and Reinsured Business Books and Records have been maintained prior to the execution of this Agreement. At the Closing, employeesSeller shall, auditors and agents of the Company and the Subsidiaries or shall cause its Affiliates, as applicable, to, afford the officersat Seller’s cost, employees (subject to Section ‎5.2(c) and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times subject to the officerslast sentence of this paragraph) deliver to Buyer, employeesor its designee, agentsor cause the Acquired Companies to have possession of, properties, offices and other facilities, books and (i) all original corporate records of the Company and each SubsidiaryAcquired Companies, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or including any of its Subsidiaries pursuant such corporate records relating to the requirements of federal Acquired Companies’ legal existence, stock or state securities laws or filed with any other governmental or regulatory authority equity ownership and corporate governance and (ii) all financialtangible embodiments of Acquired Company Books and Records other than the Acquired Company Books and Records to be made available pursuant to the Historical Data Agreement. Prior to the Closing Date, operating the parties shall develop and implement a plan that will result in the delivery or transfer, subject to compliance with Applicable Law and Section ‎5.2(c), of the electronic or intangible embodiments of the Acquired Company Books and Records to Buyer (or a Person designated by Buyer) at or after the Closing, other data than the Acquired Company Books and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestRecords to be made available pursuant to the Historical Data Agreement; provided that any costs attributable to such plan and the transfer of the Acquired Company Books and Records shall be Separation Costs and shall be borne by Seller. (c) Purchaser agrees Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to transfer any books or records that: (i) are necessary for Seller to provide services under the Transition Services Agreement; provided that Seller shall transfer and shall cause its applicable Affiliates to transfer, such books and records that constitute Acquired Company Books and Records to Buyer upon termination of the Transition Services Agreement; or (ii) Seller or its Affiliates are required to retain under Applicable Law; provided that, in the case of (i) and (ii), to the extent such books and records would otherwise have been transferred, copies of such books and records will be transferred to Buyer. Notwithstanding anything to the contrary contained herein, Seller and its Affiliates shall be entitled to retain copies of any Acquired Company Books and Records transferred to Buyer for accounting, Tax and regulatory purposes. (d) From and after the Closing, (i) Seller and its Affiliates shall, and shall cause each of their Representatives to, maintain in confidence any written, oral or other confidential information relating to the Acquired Companies or the Business (including any Acquired Company Books and Records retained pursuant to Section ‎5.2(c) and any Deal Communications retained pursuant to Section 10.12(b)) or obtained from Buyer or its Affiliates (including the Acquired Companies) and (ii) Buyer and its Affiliates shall, and shall cause each of their respective Representatives to, maintain in confidence any written, oral or other confidential information relating to Seller or its Affiliates (other than the Acquired Companies or the Business) or the business of any of them or any Privileged Deal Communications that intentionally or inadvertently come into possession of the Acquired Companies or their Affiliates as contemplated by Section 10.12, except that the foregoing requirements in clauses (i) and (ii) of this Section 5.2(d) shall not apply to the extent that (1) any such information is or becomes generally available to the public other than as a result of disclosure by Seller or its Affiliates (in the case of clause (i)) or Buyer or its Affiliates (in the case of clause (ii)) or any of their respective Representatives, in violation of this Section 5.2(d), (2) any such information is required by Applicable Law, stock exchange rules, Governmental Order or a Governmental Entity to be disclosed; after prior notice has been given to Seller (in the case of clause (i)) or Buyer (in the case of clause (ii)), as applicable (including any report, statement, testimony or other submission to such Governmental Entity), (3) any such information was or becomes available to Seller or its Affiliates (in the case of clause (i)) or Buyer or its Affiliates (in the case of clause (ii)) on a non-confidential basis and from a source (other than the other party or any Affiliate or Representative of such other party or its Affiliates) that is not bound by the terms of the a confidentiality agreement, dated May 8, 1998 agreement with respect to such information or is not otherwise obligated to keep such information confidential or (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All 4) any such information obtained by Parent is reasonably necessary to be disclosed in connection with any Action or Purchaser pursuant in any dispute with respect to this Section 6.04 Agreement or any other Transaction Agreement; provided that if either party or any of its Affiliates becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose such confidential information, such party shall be kept confidential in accordance provide the other party with prompt prior written notice of such requirement and reasonably cooperate with the Confidentiality Agreementother party and its Affiliates, at such other party’s expense, to obtain a protective order or similar remedy to cause such information not to be disclosed. In the event that such protective order or other similar remedy is not obtained, the party required to make such disclosure or its Affiliates shall furnish only that portion of confidential information that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurance that confidential treatment will be accorded such disclosed information. Each party shall instruct its Affiliates and its and their respective Representatives having access to such confidential information of such obligation of confidentiality.

Access to Information; Confidentiality. (a) In connection From June 20, 2000 hereof until the Closing Date, Seller will (i) give, and will cause each of the Companies to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives full access, subject to explicit third party contractual provisions relating to confidentiality and attorney-client privilege, during normal business hours to the offices, properties, books and records of the Companies and to the books and records of Seller relating to the Companies, provided that any such access by Buyer shall not unreasonably interfere with their investigation the conduct of the business of by Seller and the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiesCompanies, (ii) that it is taking full responsibility for making its own evaluation furnish, and will cause each of the adequacy Companies to furnish, to Buyer, its counsel, financial advisors, auditors and accuracy other authorized representatives such financial and operating data and other information relating to any of all estimates, projections, forecasts, plans and budgets so furnished to it, the Companies as such Persons may reasonably request and (iii) that it will not assert any claim against instruct the Company employees, counsel and financial advisors of Seller or any of the Companies to cooperate with Buyer in its Affiliates investigation of the Companies. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any of their respective directorsrepresentation, officers, employees, agents, stockholders, consultants, investment bankers, accountants warranty or representatives, agreement given or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)made by Seller hereunder. (b) From After the date hereof to the Effective TimeClosing, the Company shallSeller and its Affiliates will hold, and shall will use their best efforts to cause the Subsidiaries and the their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company and the Subsidiaries toCompanies, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times except to the officers, employees, agents, properties, offices extent that such information can be shown to have been in the public domain through no fault of Seller or its Affiliates. The obligation of Seller and other facilities, books and records of its Affiliates to hold any such information in confidence shall be satisfied if they exercise the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing same care with respect to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and such information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestthey would take to preserve the confidentiality of their own similar information. (c) Purchaser agrees On and after the Closing Date, Seller will afford promptly to be bound by Buyer and its agents reasonable access to its books of account, financial and other records (including, without limitation, accountant's work papers), information, employees and auditors to the terms extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to any of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality AgreementCompanies.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to of this Agreement until the earlier of the valid termination of this Agreement in accordance with Section 7.01 and the Effective Time, the Company shall, and shall cause each Company Subsidiary to and shall cause each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, the Subsidiaries “Company Representatives”) to: (i) provide to Guarantor, Parent and the Merger Sub and their respective officers, directors, employees, auditors accountants, consultants, legal counsel, financial advisors and agents of other advisors, agents, Affiliates and other representatives (collectively, the Company and the Subsidiaries to“Parent Representatives”) reasonable access, afford the officersat reasonable times, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions upon prior reasonable access at all reasonable times advance notice to the officersCompany, employeesto the employees at or above the level of senior vice president, agents, properties, offices and other facilitiesfacilities of the Company and the Company Subsidiaries, 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 applicable Privacy and Security Laws) and, with the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company and the Company Subsidiaries below the level of senior vice president; (ii) furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, Liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request; (iii) cooperate with Parent and the Parent Representatives in connection with the arrangement of any financing to be consummated in order to fund (x) the payment of the aggregate Merger Consideration (or any part thereof) and (y) Parent’s other obligations under this Agreement; provided that nothing in this Section 5.02(a)(iii) will require the Company or any Company Subsidiary to (x) take any actions that would be or reasonably be expected to be disruptive to the business and operations of the Company or the Company Subsidiaries or (y) pay any amount or incur additional material costs or expenses; and (iv) perform, and to cooperate with Parent in performing, the actions set forth in Section 5.02(a)(iv) of the Company Disclosure Schedule prior to the Closing. None of the Company, any Company Subsidiary or any Company Representative shall be required to provide access to or to disclose information where such access or disclosure would contravene any applicable Law, Contract of 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 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, (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 practicable, that would not violate the applicable Law or Contract or waive any such privilege. In furtherance of the foregoing, no Personal Information will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that (A) are employed or retained (or were employed or retained and remain domiciled) in any country that has enacted legislation implementing the Data Privacy Directive of the European Union or similar legislation, or (B) after May 24, 2018, are protected under the General Data Protection Regulation, in each case, except in compliance with applicable Privacy and Security Laws or 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 or regulation. No investigation conducted pursuant to this Section 5.02(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. (b) Within ten Business Days prior to the anticipated Effective Time, solely to the extent the directors and executive officers of the Company and the 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 directors and executive officers of the Company and each Company Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy as of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestsuch date. (c) Purchaser agrees With respect to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser disclosed pursuant to this Section 6.04 5.02, Parent and Merger Sub shall comply with, and shall cause the Parent Representatives to comply with, all of its obligations under the Mutual Non-Disclosure Agreement, dated as of September 21, 2017, by and between the Company and SAP Global Marketing, Inc. (the “Confidentiality Agreement”); provided that Guarantor and its Subsidiaries shall be kept confidential entitled to share any Confidential Information (as defined in accordance with 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 meaning of Representatives (as such term is defined in the Confidentiality Agreement) of Guarantor and its Subsidiaries.

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Law or the terms of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans any contract or budgets relating agreement to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Subsidiaries is subject (provided that the Company shall use its commercially reasonable efforts to promptly obtain any consent required under such contract or any such persons liable agreement in order that it may comply with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in terms of this Section 6.04(a7.04(a). (b) From ), from the date hereof to of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford the officers, employees and agents of (i) provide to Parent and Purchaser Parent’s Representatives reasonable access, during normal business hours and persons providing or committing to provide Parent or Purchaser with financing for the Transactions upon prior reasonable access at all reasonable times notice, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiary, its Subsidiaries and shall promptly to the books and records (including Tax records and Tax and accounting working papers) thereof; and (ii) furnish Parent and Purchaser its Representatives with such information concerning its business, properties, contracts, assets, liabilities, personnel and persons providing other data, analyses, projections, plans and information as Parent or committing its Representatives may reasonably request in writing; provided, however, that the Company shall not be required to provide Parent access to or Purchaser with financing for the Transactions with disclose any information if (iA) a copy such access or disclosure would jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries, (B) violate any Contract, Law or Order, (C) give a third party the right to terminate or accelerate the rights under a Contract (provided, that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation), or (D) the Company determines in good faith that such books and records involve trade secrets of the Company or its Subsidiaries. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries pursuant to or otherwise result in any significant interference with the requirements timely discharge by the employees of federal the Company or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestSubsidiaries of their duties. (cb) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 7.04 shall be kept confidential in accordance with the Confidentiality Agreements. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreements (and any other terms which are applicable to such Representative). (c) Notwithstanding anything herein (including Section 9.02 and Section 10.04(a)) or the provisions of the Confidentiality Agreements, the parties hereto agree that (i) any and all restrictions under the Confidentiality Agreements in respect of communications, discussions, negotiations, arrangements or understandings by and among the parties to the Consortium Agreement, the Financing Sources and any of their respective Affiliates and Representatives and (ii) any standstill, anti-clubbing or similar provisions of the Confidentiality Agreements shall be inoperative and of no force and effect as of the date hereof. (d) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation Prior to the Closing Date, Seller shall cause the Companies and Seller's Affiliates to afford to Buyer and its Representatives reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the business Books and Records and all of the Company, Parent properties and Purchaser have received from the Company certain estimates, projections and other forecasts for the business management of the CompanyCompanies and, and certain plan and budget informationduring such period, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, Seller shall and shall cause the Subsidiaries and Companies to furnish to Buyer such information concerning the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agentsbusiness, properties, offices financial condition, operations and other facilities, books and records senior personnel of the Company Companies that is in the possession or control of Seller or Seller's Affiliates, as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with information that (i) a copy of each report, statement, schedule and are subject to an attorney-client or other document filed legal privilege that might be impaired by such disclosure or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialare subject to an obligation of confidentiality; provided, operating and that (x) in the case of clause (i) Seller will use its reasonable best efforts to take such action (such as entering into a joint defense agreement or other data arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as Parent or Purchaser, through is necessary to permit disclosure to Buyer and Buyer's Representatives and (y) in the case of clause (ii) Seller shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and Seller shall use its officers, employees or agents, may reasonably request. (c) Purchaser agrees reasonable best efforts to be bound by the terms obtain a waiver of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party theretoapplicable obligation. All requests for access or information obtained by Parent or Purchaser pursuant to this Section 6.04 5.2 shall be kept confidential in accordance with directed to such Person or Persons as Seller shall designate. Without limiting the terms thereof, the Confidentiality AgreementAgreement shall govern the obligations of Buyer and its Representatives with respect to all information of any type furnished or made available to them pursuant to this Section 5.2.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Seller will (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Acquired Company and the Subsidiaries to, afford to permit representatives of the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions have reasonable access at during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all reasonable times to the officers, employees, agentspremises, properties, offices personnel, books, records (including Tax records and other facilitiesaccountants' work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its advisors with copies of all such Contracts, books and records of the Company and each Subsidiaryrecords, and shall promptly other existing documents and data as Purchaser may reasonably request, (iii) furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser its advisors with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all such additional existing financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Purchaser may reasonably request, and (iv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, the officers of the Acquired Company or any Subsidiary, as Purchaser may reasonably request. The confidentiality of all such documents and information furnished in connection with the Contemplated Transactions shall be governed by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.10(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company's general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) Purchaser agrees From and after the Closing, and subject to be bound by the terms requirements of applicable Law, any securities exchange on which the confidentiality agreementsecurities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, dated May 8Seller and Parent shall keep secret and retain in confidence, 1998 (and not use for the "Confidentiality Agreement")benefit of Seller, between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser any Person other than Purchaser, all confidential matters and trade secrets known to Seller or Parent relating to the Business, including all books and records referred to in Section 5.02(b) and information made available to Seller pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement1.05(a).

Access to Information; Confidentiality. (a) In connection with their investigation From the date hereof until the earlier of the business Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the Companyterms of any existing Contracts, Peak will, and will cause its Subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any representatives and advisers such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation access as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access may reasonably request at all reasonable times times, including for the purpose of facilitating integration business planning, to the their officers, employees, agents, properties, offices books, records and other facilitiesContracts, books and records will furnish Parent with all data and information as Parent may reasonably request. Without limiting the foregoing, Parent and its representatives (including its financing sources) will, upon reasonable prior notice, have the right to conduct appraisal and environmental and engineering inspections of each of the Company and each SubsidiaryProperties, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) contact any third party to a copy of each report, statement, schedule and other document filed or received by the Company Material Contract to which Peak or any of its Subsidiaries pursuant to is a party; provided, that no such inspections will be conducted in a manner which disrupts in any material respect the requirements normal course of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by business of Peak at the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between applicable Property. Parent and the Company as if Purchaser was a party thereto. All Peak acknowledge and agree that information obtained by Parent or Purchaser furnished pursuant to this Section 6.04 shall 7.7(a) will be kept confidential in accordance with subject to the terms and conditions of the Confidentiality Agreement. All such access and all requests for information shall be coordinated through the President and Chief Executive Officer of Peak. (b) No investigation conducted pursuant to Section 7.7(a) shall affect or be deemed to modify any representation or warranty made by Peak hereunder, and nothing in Section 7.7(a) shall require Peak to permit any inspection, or to disclose any information, that in the reasonable judgment of Peak would result in (i) a violation of any of its obligations with respect to confidentiality if Peak shall have used reasonable efforts to obtain the consent of any third party to such inspection or (ii) any violation of Laws relating to the sharing of information between competitors, it being understood that (A) Peak will provide extracts, or summaries, or aggregations or other information to the greatest extent practicable in a manner that does not result in any such violation or improper disclosure and (B) Peak will provide certain information in accordance with, and subject to, the confidentiality provisions of the Clean Team Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation Except for (x) information that, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the business ability of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, (y) for information relating to communications regarding the divestiture of the Company, any Subsidiary and/or their business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, any Subsidiary and/or their respective directorsbusiness and the terms of such proposals) or (z) information that, officersin the reasonable opinion of Seller’s legal counsel, employeesthe disclosure of which may result in a violation of any Applicable Law or order, agentsfrom the Effective Date until the Closing Date, stockholdersSeller will, consultantsat reasonable times and upon reasonable notice, investment bankers(A) give, accountants or representatives, or hold and will cause the Company or any such persons liable with respect theretoand each Subsidiary to give, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. AccordinglyBuyer, the Company makes no representation or warranty with respect to any estimatesits counsel, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employeesfinancial advisors, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable other authorized representatives full access at all reasonable times to the officers, employees, agentsoffices, properties, offices and other facilities, books and records of the Company and each Subsidiarythe Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries, (B) furnish, and shall promptly furnish Parent will cause the Company and Purchaser and persons providing or committing each Subsidiary to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each reportfurnish, statementto Buyer, schedule its counsel, financial advisors, auditors and other document filed authorized representatives such financial and operating data and other information relating to the Company or received by any Subsidiary as such Persons may reasonably request and (C) instruct the employees, counsel and financial advisors of Seller or the Company or any Subsidiary to cooperate with Buyer in its investigation of the Company or any Subsidiary. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or any of its Subsidiaries pursuant or any third party that has business dealings with the Company or any of its Subsidiaries (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the prior written consent of Seller or the Company in each instance (which consent shall not be unreasonably withheld or delayed), and with a representative of Seller jointly participating in any such communication. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or any of its Subsidiaries as “Confidential Information” under the Mutual Nondisclosure Agreement dated December 5, 2012 by and between Global Futures & Forex Ltd. and GAIN Capital Holdings, Inc. (the “Confidentiality Agreement”) and Buyer shall continue to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required under the Confidentiality Agreement. (b) After the Closing, Seller and his Affiliates, will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) law, all financial, operating and other data confidential documents and information concerning the Company and the Subsidiaries, except to the extent that such information can be shown to have been (A) previously known on a nonconfidential basis by Seller, (B) in the public domain through no fault of Seller or his Affiliates, or (C) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company and the Subsidiaries. The obligation of Seller and his Affiliates to hold any such information in confidence shall be satisfied if Seller shall exercise the same care with respect to such information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestthey would take to preserve the confidentiality of his own similar information. (c) Purchaser agrees On and after the Closing Date, Seller will afford promptly to be bound Buyer and its agents reasonable access, at reasonable times and upon reasonable notice, to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company or any Subsidiary; provided that any such access by Buyer shall not unreasonably interfere with the terms conduct of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreementbusiness of Seller.

Access to Information; Confidentiality. (1) Subject to Law, Corporation shall (a) In connection give Purchaser and its Representatives, upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries' (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and Leases, and (iv) senior personnel, (b) furnish to Purchaser and its Representatives such financial and operating data and other information with respect to the assets or business of Corporation and any of its Subsidiaries as it may reasonably request, provided that Corporation may require that the disclosure of competitively or highly sensitive information be limited to a team of Purchaser Representatives, which may include internal Representatives of Purchaser and its affiliates who are not involved in the day-to-day operations of, and do not have pricing responsibilities for or direct supervision of contract negotiations with customers or suppliers for, businesses of Purchaser, Guarantors or their investigation respective Subsidiaries or parent entities (the "Clean Representatives"), on terms reasonably satisfactory to Corporation, and that such competitively or highly sensitive information not be disclosed by the Clean Representatives, directly or indirectly, to any Person other than another Clean Representative, and (c) instruct its Representatives to cooperate with Purchaser and its Representatives in respect of (a) and (b), but subject to the Confidentiality Agreement and so long as the access does not unduly interfere with the Ordinary Course conduct of the business of Corporation. (2) Notwithstanding any provision of this Agreement, Corporation shall not be obligated to provide access to, or to disclose, any information to Purchaser if Corporation reasonably determines that such access or disclosure would jeopardize any attorney client or other privilege claim by Corporation or its Subsidiaries provided that, to the Companyextent any information is withheld due to a potential waiver of such privilege, Parent and Corporation shall notify Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, nature of the information which is being withheld and certain plan the basis for privilege and budget shall use its commercially reasonable efforts to find a way to allow disclosure of such information, includingincluding entering into common interest privilege agreements or other arrangements, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and as appropriate. (3) Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans the Confidentiality Agreement and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company common interest privilege agreement or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets other arrangement referred to in Section 4.5(2) continue to apply and that all information provided under this Section 6.04(a). (b) From the date hereof 4.5 shall be subject to the Effective Timeterms thereof on the same basis as if such information had been disclosed under such agreement or arrangement. For greater certainty, if this Agreement is terminated in accordance with its terms, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents obligations of the Company Parties and their respective affiliates under the Subsidiaries to, afford Confidentiality Agreement and any common interest privilege agreement or other arrangement referred to in Section 4.5(2) shall survive the officers, employees and agents termination of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreementterms thereof.

Access to Information; Confidentiality. (a) In Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to ‎Section 12.01, Purchaser may make or cause to be made such review of the Business and of its respective financial and legal condition as Purchaser deems reasonably necessary or advisable. Seller shall, and shall cause the Company Entities to, permit Purchaser and its authorized agents or Representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Company Entities during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Company Entities; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business and shall be at Purchaser’ sole cost and expense; provided, further, that none of Purchaser, its Affiliates or their respective Representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any Project or Company Entity without the prior written consent of Seller (it being understood and agreed that Seller may have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to any Project) and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted); provided, further, that, for the avoidance of doubt, none of Purchaser, its Affiliates or their respective Representatives shall have any right to access or review any Tax Return of Seller or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the Company Entities. Notwithstanding the foregoing, Seller and its Affiliates will use commercially reasonable efforts to provide Purchaser with information contained in such returns, or derived from those returns without undue burden, that is reasonably requested by Purchaser and relevant to its tax due diligence. All requests for access to the offices, properties, books and records of the Company Entities shall be made to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Purchaser, its Affiliates or their respective Representatives shall, prior to the Closing Date, contact any of the employees, customers, suppliers, parties that have business relationships with the Company Entities in connection with their investigation the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Seller or its Representatives, except as provided on Schedule 5.02 with respect to communications with the co-op customers, nor contact any Governmental Authority or Representatives thereof, in each case except as provided in Article 6 (other than the required filings specified in ‎Section 3.05). Any access to the offices, properties, books and records of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating Entities shall be subject to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges following additional limitations: (i) that there are uncertainties inherent in attempting Purchaser, its Affiliates, and their respective Representatives, as applicable, shall give Seller notice of at least two (2) Business Days prior to make conducting any inspections of the Company Entities, and a Representative of Seller shall have the right to be present when Purchaser, its Affiliates or their respective Representatives conducts its or their investigations on such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, property; (ii) that it is taking full responsibility for making none of Purchaser, its own evaluation Affiliates or their respective Representatives shall damage the property of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, Company Entities or any portion thereof; and (iii) that it will not assert Purchaser, its Affiliates, and their respective Representatives, as applicable, shall (A) use reasonable best efforts to perform all on-site reviews and all communications with any claim against Person in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Seller, the members of the Company Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all damages resulting from or relating to the activities of Purchaser, its Affiliates and their respective Representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the contrary, prior to the Closing Date, Seller shall not be required to provide any of access or information to Purchaser, its Affiliates or any of their respective directorsRepresentatives which Seller reasonably believes it or the Company Entities are prohibited from providing to Purchaser, officersits Affiliates or their respective Representatives by reason of applicable Law, employees, agents, stockholders, consultants, investment bankers, accountants which constitutes or representativesallows access to information protected by attorney-client privilege, or hold which Seller or the Company Entities are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Seller or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as of its Affiliates to which the foregoing clause (iii) is not applicablea material risk of Liability. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in For purposes of this Section 6.04(a5.02(a), Purchaser’s Representatives shall include the Financing Sources. (b) From the date hereof to the Effective TimePurchaser, its Affiliates and their respective Representatives shall hold in confidence all confidential information obtained from Seller, the Company shallEntities or their respective Affiliates, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, propertiesRepresentatives or employees, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing whether or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant not relating to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialBusiness, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the provisions of the Confidentiality Agreement which, notwithstanding anything contained therein, shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms. After the Closing Date, Seller, its Affiliates and their respective Representatives shall hold in confidence all information provided to Purchaser, its Affiliates or their respective officers, agents, Representatives or employees, relating to the Business, in accordance with the provisions of the Confidentiality Agreement to the same extent that would be required if Seller were a “Receiving Party” pursuant to the Confidentiality Agreement.. Notwithstanding anything contained in this Agreement or the Confidentiality Agreement, the obligations of Seller set forth in the immediately preceding sentence shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms

Access to Information; Confidentiality. (a) In connection with their investigation From the Agreement Date until the earlier of the business termination of the Company, Parent this Agreement and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, the Subsidiaries “Company Representatives”) to (i) provide to Parent, Merger Subs and the their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and agents of other representatives (collectively, the Company and “Parent Representatives”) reasonable access, at reasonable times, upon reasonable prior notice to the Subsidiaries toCompany, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiaryits Subsidiaries, and shall promptly furnish Parent to the books and Purchaser 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 persons providing Security Laws), and, with the Company’s consent (such consent not to be unreasonably withheld, delayed or committing conditioned), to provide Parent or Purchaser with financing for the Transactions with (i) a copy employees of each report, statement, schedule and other document filed or received by the Company or any of and its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialfurnish as promptly as reasonably practicable such information concerning the business, operating properties, Contracts, assets, Liabilities, Personnel and other data aspects of the Company and information its Subsidiaries as Parent or Purchaser, through its officers, employees or agents, the Parent Representatives may reasonably request. (c) Purchaser agrees to be bound by , provided, however, that the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and foregoing shall neither require the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser to disclose any information, pursuant to this Section 6.04 4.3(a) to the extent that (i) in the reasonable good faith judgment of the Company, any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 4.3(a), the Company shall use its commercially reasonable efforts to (1) obtain the required consent of any such third party to provide such inspection or disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent, and (3) in the case of clauses (i) and (iii), utilize the procedures of a joint defense agreement or implement such other techniques if the Company determines that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. No investigation conducted pursuant to this Section 4.3(a) shall affect or be kept confidential deemed to qualify, modify or limit any representation or warranty made by the Company in accordance this Agreement. (b) Parent, Merger Subs and the Company, and each of their respective Subsidiaries and Affiliates shall comply with, and shall cause the Parent Representatives or Company Representatives, as applicable, to comply with, all of their obligations under the Confidentiality Agreement. With respect to the information disclosed pursuant to this Section 4.3, Parent, Merger Subs and the Company shall comply with, and shall cause the Parent Representatives and Company Representatives, as applicable, to comply with all of their respective obligations under the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation The Company will afford to VIALOG and the Representatives of VIALOG full access during normal business hours throughout the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof period prior to the Effective Time, the Company shall, Time to all of its (and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, its Subsidiaries') properties, offices and other facilitiesbooks, books contracts, commitments and records of the Company and each Subsidiary(including without limitation Tax Returns) and, and shall during such period, will furnish promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with upon request (i) a copy of each report, statementschedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, in strict confidence all non-public documents and information furnished (whether prior or subsequent hereto) to VIALOG as the case may be, in connection with the Transactions. The cost of performing such due diligence shall be the responsibility of VIALOG. (b) VIALOG will afford to the Company and the Representatives of the Company full access during normal business hours throughout the period prior to the Effective Time to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws laws) or filed by any of them with any other governmental Authority in connection with the Transactions or regulatory authority and which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financialfinancial records, operating ledgers, workpapers and other data sources of financial information processed or controlled by VIALOG or its accountants and (B) all other information relating to VIALOG and its Subsidiaries that the Company or its Representatives requires, and (iii) such other information concerning any of the foregoing as the Company will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold in strict confidence all non-public documents and information as Parent furnished (whether prior or Purchaser, through its officers, employees or agents, may reasonably requestsubsequent hereto) to the Company in connection with the Transactions. The cost of performing such due diligence shall be the responsibility of the Stockholders. (c) Purchaser agrees Subject to be bound by the terms and conditions of the confidentiality agreementConfidentiality Letter, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent VIALOG and the Company may disclose such information as if Purchaser was a party theretomay be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to be disclosed. All information obtained by Parent or Purchaser In the event that this Agreement is terminated in accordance with its terms, VIALOG and the Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.04 shall be kept confidential or any other provision of this Agreement or otherwise in accordance connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (d) The Company and VIALOG acknowledge that the Company and VIALOG executed one or more Confidential Disclosure Agreements (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the provisions of the Confidentiality Letter. (e) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof until the Closing (or until the earlier termination of this Agreement in accordance with Section 6.01), upon reasonable notice, Visteon shall use commercially reasonable efforts to, and to cause the Company to: (i) afford the Purchaser Representative and its authorized Representatives reasonable access to the Effective Time, properties and Books and Records and senior management of the Company shall, and shall cause the its Subsidiaries and the Persons listed on Schedule 4.03(a)(i); and (ii) furnish to the officers, directors, employees, auditors and agents Representatives of the Purchaser Representative such additional financial and operating data and other information regarding the business of the Company (or copies thereof) as the Purchaser Representative may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be scheduled and coordinated through the Transition Steering Committee and shall be conducted at Purchasers’ expense, during normal business hours, under the supervision of Visteon’s or its Affiliates’ personnel and in such a manner as not to unreasonably interfere with the normal operations of the business of the Company; further provided, that neither Visteon nor any of its Subsidiaries, including the Company, shall be required to disclose any information to the Purchaser Representative if such disclosure would in Visteon’s reasonable judgment: (x) cause significant competitive harm to Visteon or its Subsidiaries, including the Company, if the transactions contemplated hereby are not consummated; (y) result in loss of any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof; provided that Visteon shall have used commercially reasonable efforts to (A) in the case of (x), provide other information addressing the Purchaser Representative’s request to the extent reasonably available to Visteon and (B) obtain applicable consents or disclose such information in a way that would not violate such Law, duty or agreement or lose such privilege (provided, however, that if Visteon or its Subsidiaries elect not to disclose information that is subject to non-disclosure or confidentiality arrangements, at the reasonable request of the Purchaser Representative, Seller shall use commercially reasonable efforts to obtain, or have the Company use its commercially reasonable efforts to obtain, a consent or waiver with respect to such non-disclosure or confidentiality arrangements). (b) The terms of the Confidentiality Agreement, dated as of September 18, 2014, between Visteon and an Affiliate of Xxxx (the “Confidentiality Agreement”), shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the Subsidiaries toobligations of Xxxx under this Section 4.03(b) shall terminate; provided, afford however, that, from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement, each of Visteon and each Purchaser shall, and shall cause their respective officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officersdirectors, employees, agentsauthorized Representatives and Affiliates to, properties, offices treat and other facilities, books and records of the Company and each Subsidiaryhold as confidential, and shall promptly furnish Parent and Purchaser and persons providing or committing not disclose to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each reportany Person, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant information related to the requirements of federal discussions and negotiations between the parties regarding this Agreement and the transactions contemplated hereby and all confidential information relating to the other parties. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect. Visteon hereby gives consent to Xxxx to disclose Evaluation Material to any potential debt financing sources in connection with the Debt Financing or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialAlternative Financing, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestprovided that such debt financing source is subject to a customary confidentiality agreement. (c) Nothing provided to the Purchaser Representative pursuant to Section 4.03(a) shall in any way amend or diminish Xxxx’x obligations under the Confidentiality Agreement. Xxxx acknowledges and agrees that any information provided to the Purchaser Representative pursuant to Section 4.03(a) or otherwise by or on behalf of Seller or its Subsidiaries, including the Company, or any of their respective officers, directors, employees or authorized Representatives shall be bound by subject to the terms and conditions of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation Unless requested by Parent, no modifications or alternations shall be made to the contents of the business Virtual Data Room following the date that is two (2) Business Days prior to the Agreement Date. Within two (2) Business Days following the Agreement Date, the Company shall deliver to Parent a digital copy of all documents and other information that was included in the Virtual Data Room on or prior to the Agreement Date. During the Executory Period, the Company shall provide Parent and its agents and advisors (including the R&W Policy underwriters and their respective advisors) reasonable access to the files, books, records, Contracts, personnel and offices of the Company, Parent including any and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets all information relating to the Company's Remote Sensing Technology. Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property of the Company and the Business, subject to the terms of the Confidentiality Agreement. (b) Each of Parent and Purchaser Merger Sub acknowledges (i) that there are uncertainties inherent the information provided to it in attempting connection with this Agreement and the transactions contemplated hereby is subject to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation the terms of the adequacy Confidentiality Agreement, the terms of which are incorporated herein by reference. From and accuracy after the Agreement Date and through the Closing, each of all estimatesParent and Merger Sub agrees it shall be bound by and comply with the obligations of the Confidentiality Agreement. Effective as of and contingent upon the Closing, projectionsthe Confidentiality Agreement shall be deemed to have been terminated by the parties thereto and shall no longer be binding. (c) From and after the Closing, forecasts, plans and budgets so furnished to itthe Representative shall, and (iii) that it will not assert shall use its commercially reasonable efforts to cause its Affiliates and representatives to hold in confidence any claim against and all non-public information, whether written or oral, concerning the Company and its operations and businesses, except (a) to the extent that such information is generally available to and known by the public through no fault of the Representative, or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iiib) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy the exercise of each reportrights, statementor the assertion, schedule and other document filed defense, or received resolution of any claims or disputes under this Agreement by the Company Representative, or (ii) in connection with the fulfillment by Representative of its obligations hereunder. If the Representative or any of its Subsidiaries pursuant Affiliates or representatives are compelled to disclose any information by judicial or administrative process or by applicable Law, such the requirements Representative shall, unless legally prohibited from doing so, promptly notify Parent in writing and shall disclose only that portion of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and such information as Parent or Purchaser, through which the Representative is advised by its officers, employees or agents, may reasonably request. (c) Purchaser agrees counsel is legally required to be bound by disclosed, provided that the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained Representative shall use commercially reasonable efforts to cooperate in efforts taken or reasonably requested by Parent to seek a protective order or Purchaser pursuant to this Section 6.04 other reasonable assurance that confidential treatment shall be kept confidential in accordance with the Confidentiality Agreementaccorded such information.

Access to Information; Confidentiality. (a) In Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 12.01, Purchaser may make or cause to be made such review of the Business and of its respective financial and legal condition as Purchaser deems reasonably necessary or advisable. Seller shall, and shall cause the Company Entities to, permit Purchaser and its authorized agents or Representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Company Entities during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Company Entities; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business and shall be at Purchaser’ sole cost and expense; provided, further, that none of Purchaser, its Affiliates or their respective Representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any Project or Company Entity without the prior written consent of Seller (it being understood and agreed that Seller may have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to any Project) and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted); provided, further, that, for the avoidance of doubt, none of Purchaser, its Affiliates or their respective Representatives shall have any right to access or review any Tax Return of Seller or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the Company Entities. Notwithstanding the foregoing, Seller and its Affiliates will use commercially reasonable efforts to provide Purchaser with information contained in such returns, or derived from those returns without undue burden, that is reasonably requested by Purchaser and relevant to its tax due diligence. All requests for access to the offices, properties, books and records of the Company Entities shall be made to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Purchaser, its Affiliates or their respective Representatives shall, prior to the Closing Date, contact any of the employees, customers, suppliers, parties that have business relationships with the Company Entities in connection with their investigation the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Seller or its Representatives, except as provided on Schedule 5.02 with respect to communications with the co-op customers, nor contact any Governmental Authority or Representatives thereof, in each case except as provided in Article 6 (other than the required filings specified in Section 3.05). Any access to the offices, properties, books and records of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating Entities shall be subject to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges following additional limitations: (i) that there are uncertainties inherent in attempting Purchaser, its Affiliates, and their respective Representatives, as applicable, shall give Seller notice of at least two (2) Business Days prior to make conducting any inspections of the Company Entities, and a Representative of Seller shall have the right to be present when Purchaser, its Affiliates or their respective Representatives conducts its or their investigations on such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, property; (ii) that it is taking full responsibility for making none of Purchaser, its own evaluation Affiliates or their respective Representatives shall damage the property of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, Company Entities or any portion thereof; and (iii) that it will not assert Purchaser, its Affiliates, and their respective Representatives, as applicable, shall (A) use reasonable best efforts to perform all on-site reviews and all communications with any claim against Person in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Seller, the members of the Company Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all damages resulting from or relating to the activities of Purchaser, its Affiliates and their respective Representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the contrary, prior to the Closing Date, Seller shall not be required to provide any of access or information to Purchaser, its Affiliates or any of their respective directorsRepresentatives which Seller reasonably believes it or the Company Entities are prohibited from providing to Purchaser, officersits Affiliates or their respective Representatives by reason of applicable Law, employees, agents, stockholders, consultants, investment bankers, accountants which constitutes or representativesallows access to information protected by attorney-client privilege, or hold which Seller or the Company Entities are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Seller or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as of its Affiliates to which the foregoing clause (iii) is not applicablea material risk of Liability. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in For purposes of this Section 6.04(a5.02(a), Purchaser’s Representatives shall include the Financing Sources. (b) From the date hereof to the Effective TimePurchaser, its Affiliates and their respective Representatives shall hold in confidence all confidential information obtained from Seller, the Company shallEntities or their respective Affiliates, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, propertiesRepresentatives or employees, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing whether or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant not relating to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialBusiness, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the provisions of the Confidentiality Agreement which, notwithstanding anything contained therein, shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms. After the Closing Date, Seller, its Affiliates and their respective Representatives shall hold in confidence all information provided to Purchaser, its Affiliates or their respective officers, agents, Representatives or employees, relating to the Business, in accordance with the provisions of the Confidentiality Agreement to the same extent that would be required if Seller were a “Receiving Party” pursuant to the Confidentiality Agreement.. Notwithstanding anything contained in this Agreement or the Confidentiality Agreement, the obligations of Seller set forth in the immediately preceding sentence shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Law or the terms of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans any contract or budgets relating agreement to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Subsidiaries is subject (provided that the Company shall use its commercially reasonable efforts to promptly obtain any consent required under such contract or any such persons liable agreement in order that it may comply with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in terms of this Section 6.04(a7.04(a). (b) From ), from the date hereof to of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford the officers, employees and agents of (i) provide to Parent and Purchaser Parent’s Representatives reasonable access, during normal business hours and persons providing or committing to provide Parent or Purchaser with financing for the Transactions upon prior reasonable access at all reasonable times notice, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiary, its Subsidiaries and shall promptly to the books and records (including Tax records and Tax and accounting working papers) thereof; and (ii) furnish Parent and Purchaser its Representatives with such information concerning its business, properties, contracts, assets, liabilities, personnel and persons providing other data, analyses, projections, plans and information as Parent or committing its Representatives may reasonably request in writing; provided, however, that the Company shall not be required to provide Parent access to or Purchaser with financing for the Transactions with disclose any information if (iw) a copy such access or disclosure would jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries, (x) violate any Contract, Law or Order, (y) give a third party the right to terminate or accelerate the rights under a Contract (provided that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation), or (z) the Company determines in good faith that such books and records involve trade secrets of the Company or its Subsidiaries. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries pursuant to or otherwise result in any significant interference with the requirements timely discharge by the employees of federal the Company or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestSubsidiaries of their duties. (cb) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent provided or Purchaser made available pursuant to this Section 6.04 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives except any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative) by execution of a letter agreement in the form of Exhibit A to the Confidentiality Agreement. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets Subject to applicable Law relating to the Company's Remote Sensing Technology. Each sharing of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimatesinformation, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Timeupon reasonable notice, the Company shall, and shall cause the its Subsidiaries and to, afford to the officers, directors, employees, auditors accountants, counsel, financial advisors, consultants, financing sources and agents other advisors or representatives (collectively, “Representatives”) of Parent access during normal business hours to all of the Company Company’s and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, its Subsidiaries’ properties, offices books, records, contracts, commitments and other facilities, books key personnel and records of the Company and each Subsidiaryshall furnish, and shall cause to be furnished, as promptly furnish as practicable to Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each material report, statement, schedule and other document filed filed, furnished, published, announced or received by the Company or any of its Subsidiaries it during such period pursuant to the requirements of federal or state securities laws or filed with any other governmental a Governmental Entity or regulatory authority Self-Regulatory Organization and (ii) all financial, operating other information with respect to the Company and other data and information its Subsidiaries as Parent or Purchaser, through its officers, employees or agents, may reasonably request; provided that the Company may restrict the foregoing access to the extent required by applicable Law; provided, further, 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 result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. (b) Subject to applicable Law relating to the sharing of information, upon reasonable notice, Parent shall, and shall cause its Subsidiaries to, afford to the Representatives of the Company access during normal business hours to Parent’s senior financial management personnel to receive periodic updates on financial information regarding Parent and its Subsidiaries; provided that Parent may restrict the foregoing access to the extent required by applicable Law; provided, further, that the foregoing shall not require Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if Parent shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure; (ii) to disclose any privileged information of Parent or any of its Subsidiaries; or (iii) to permit any inspection, or to disclose information relating to any regulatory enforcement, investigations or inquiries conducted by Parent or any of its Subsidiaries (including NYSE Regulation, Inc.) or any other regulatory activities. (c) Purchaser agrees All information furnished pursuant to this Section 6.3 shall be bound by the terms of subject to the confidentiality agreement, dated May 8as of October 31, 1998 2007, between the Company and AMEX (the "“Confidentiality Agreement"”), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser No investigation pursuant to this Section 6.04 6.3 shall be kept confidential in accordance with affect the Confidentiality Agreementrepresentations, warranties or conditions to the obligations of the Parties contained herein.

Access to Information; Confidentiality. Subject to the Confidentiality Agreement dated May 20, 1998, between NTL and Transferors (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company"Confidentiality Agreement"), and certain plan subject to restrictions contained in confidentiality or other agreements to which such party is subject (which such party will use its reasonable efforts to have waived) and budget informationapplicable law, includingTransferors undertake to NTL to procure that Diamond and its subsidiaries shall, without limitation, estimates, projections, forecasts, plans or budgets relating and NTL undertakes to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, Transferors that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents each of the Company and the Subsidiaries its subsidiaries to, afford to Transferors' Representative or NTL, as the officerscase may be, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel, financial advisors and other representatives of Transferors' Representative or NTL, as the case may be, reasonable access during normal business hours during the period prior to the Closing Date to all the properties, offices and other facilitiesbooks, books contracts, commitments, personnel and records of Diamond and its subsidiaries (where the Company undertaking is given by Transferors) and each Subsidiaryof NTL and its subsidiaries (where the undertaking is given by NTL) and, during such period, Transferors undertake to NTL to procure that Diamond and its subsidiaries shall, and NTL shall, and shall cause each of its subsidiaries to, furnish promptly furnish Parent and Purchaser and persons providing to Transferors' Representative or committing to provide Parent or Purchaser with financing for NTL, as the Transactions with case may be, (ia) a copy of each report, statementschedule, schedule registration statement and other document filed or received by the Company Diamond or any of its Subsidiaries subsidiaries (where the undertaken is given by Transferors) or by NTL or any of its subsidiaries (where the undertaken is given by NTL) during such period pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (iib) all financialother information concerning the business, operating properties and other data and information personnel of Diamond or any of its subsidiaries (where the undertaken is given by Transferors) or of NTL or any of its subsidiaries (where the undertaking given by NTL) as Parent Transferors' Representative or PurchaserNTL, through its officers, employees or agentsas the case may be, may reasonably request. (c) Purchaser agrees . No review pursuant to this Section 5.1 shall affect any representation or warranty given by any party hereto. Transferors' Representative shall be bound entitled to disclose any information received by it pursuant to this Section 5.1 to the other Transferors. Each Transferor will and NTL will, hold, and will use all reasonable efforts to cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in accordance with the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their The Company agrees that, prior to the Closing Date, the Purchaser shall be entitled, at its expense and through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the business properties, businesses and operations of the Company and its Subsidiaries and such examination of the books, records and financial condition of the Company and its Subsidiaries as it reasonably requests and to make extracts and copies of such books and records, in each case to the extent reasonably necessary for integration planning and which access shall be subject to reasonable security procedures of the Company, Parent and Purchaser have received from ; provided that the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges may withhold (i) any document or information that there are uncertainties inherent in attempting is subject to make such estimatesthe terms of a confidentiality agreement with a third party; provided, projections, forecasts, plans and budgetshowever, that it is familiar with the Company shall use commercially reasonable efforts to obtain consents from such uncertainties, third parties to enable disclosure of such document or information to the Purchaser; (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimatesany document or information, projections, forecasts, plans and budgets so furnished to it, and if such disclosure would violate applicable Law; or (iii) that it will such portions of documents or information which are subject to attorney-client privilege and the provision of which, as determined by the Company’s counsel, may eliminate the privilege pertaining to such documents. Any such investigation and examination shall be upon reasonable notice and at reasonable times during normal business hours and in such a manner as to not assert any claim against interfere with the Company’s normal business operations, and the Company or any of shall cooperate, and shall cause its Affiliates or any of their respective directors, Subsidiaries (and the officers, employees, consultants, agents, stockholdersaccountants, consultantsattorneys and other representatives of the Group Companies) to cooperate, investment bankersfully therein. No investigation by the Purchaser after the date of this Agreement shall diminish or obviate any of the representations, accountants warranties, covenants or representatives, or hold agreements of the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to contained in this Section 6.04(a)Agreement. (b) From Purchaser will hold and will cause its officers, employees and representatives (including its legal advisors and accountants) to hold in confidence all documents and information concerning the date hereof Group Companies furnished to the Effective Time, Purchaser in connection with the Company shall, and shall cause transactions contemplated by this Agreement pursuant to the Subsidiaries and terms of the officers, directors, employees, auditors and agents of Confidentiality Agreement between the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officersdated January 25, employees or agents, may reasonably request2005 (the “Confidentiality Agreement”). (c) Purchaser agrees From and after the Closing (i) the Company may retain copies of such financial information and similar records relating to any period prior to the Closing and its liquidation and dissolution contemplated hereby as may be bound by required for the terms of Company and its representatives to prepare and file the confidentiality agreement, dated May 8, 1998 Company Tax Returns and effectuate the Company’s liquidation and dissolution (the "Confidentiality Agreement"), between Parent “Retained Records”) and (ii) the Purchaser shall provide the Company and its representatives with access (upon reasonable notice and at reasonable times during normal business hours and in such a manner as to not interfere with the Purchaser’s normal business operations) to such financial information and similar records and the Purchaser shall cooperate, and shall cause its Subsidiaries (and their respective officers, employees, consultants, agents, accountants, attorneys and other representatives) to cooperate, fully therein. Except for such Retained Records that the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser may be required pursuant to this Section 6.04 applicable Law to retain for a period of time subsequent to the Closing or the Company’s dissolution and liquidation, as the case may be, on or prior to the date the Company is fully and finally liquidated and dissolved, the Company shall be kept confidential maintain records in accordance with all applicable laws and shall deliver all its records including copies of the Confidentiality AgreementRetained Records to the Purchaser; provided, that any Retained Records so retained by the Company shall be returned to the Purchaser when no longer required under applicable Law to be retained by the Company.

Access to Information; Confidentiality. (a) In connection with their investigation The terms of the business Confidentiality Agreement between ABC-MART and LaCrosse continue in full force and effect, except as expressly modified by the Merger Agreement. During the period beginning on July 5, 2012, the date of the CompanyMerger Agreement (the “Agreement Date”), Parent and Purchaser ending at the time when ABC-MART’s designees have received from the Company certain estimates, projections been elected to and other forecasts for the business constitute a majority of the CompanyLaCrosse Board, LaCrosse has agreed that it will, and certain plan will cause its subsidiaries, officers, directors and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating representatives to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting give ABC-MART and its officers, directors and representatives reasonable access, upon reasonable notice and during normal business hours, to make such estimatesLaCrosse’s officers, projectionsdirectors and representatives, forecastsproperties, plans books, records, tax returns, financial reports, work papers and budgets, that it is familiar with such uncertainties, other documents relating to LaCrosse; (ii) that it is taking full responsibility for making provide ABC-MART and its own evaluation officers, directors and representatives with copies of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, such documents as ABC-MART may reasonably request; and (iii) permit ABC-MART’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the officers and managers of LaCrosse responsible for LaCrosse’s financial statements and internal controls; provided, however, that it will not assert any claim against the Company or neither LaCrosse nor any of its Affiliates subsidiaries is required to provide access to or disclose information if such disclosure would jeopardize its attorney-client privilege or violate any of their respective directorsapplicable law. Additionally, during the same period, LaCrosse has agreed that it will, and will cause its subsidiaries, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, directors and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries representatives to, afford the officers, employees give ABC-MART and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees directors and representatives reasonable access, upon reasonable notice and during normal business hours, to any real property owned, leased or agentsoperated by LaCrosse or its subsidiaries for the purpose of performing environmental site assessments, may reasonably requestprovided that such assessments will not involve any intrusive sampling without LaCrosse’s prior consent. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof of this Agreement to the Partnership Merger Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice and subject to applicable Laws relating to the Company exchange of information, each of the Partnership Entities and Holdings shall, and shall use its commercially reasonable efforts to cause the Subsidiaries and the its Subsidiaries, officers, directors, employees, auditors directors and agents of the Company and the Subsidiaries Representatives to, (i) afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions its Representatives reasonable access at all reasonable times (and, with respect to books and records, the right to copy), during normal business hours, to their respective officers, employees, agents, properties, assets, books, offices, facilities and records and other information reasonably requested by Parent (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, assets and liabilities of the Partnership Group Entities as Parent or its Representatives reasonably request and (iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the Partnership Entities and their respective Representatives to be located at the offices and other facilities, books and records facilities of the Company Partnership Group Entities at such times as Parent may reasonably request; provided, however, that such access shall be provided on a basis that minimizes the disruption to the operations of the Partnership Entities and each Subsidiaryin no event shall include invasive sampling or testing of the Environment; and provided further, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for that the Transactions with foregoing will not require the Partnership Entities (i) a copy to permit any inspection, or to disclose any information, that in the reasonable judgment of each report, statement, schedule and other document filed the Partnership Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or received by the Company or violate any of its Subsidiaries pursuant obligations with respect to confidentiality if the requirements Partnership Entities have used commercially reasonable efforts to obtain the Consent of federal such third party to such inspection or state securities laws disclosure or filed with (B) result in a violation of any other governmental or regulatory authority and Antitrust Laws, (ii) all financialto disclose any privileged information of the Partnership Group Entities to the extent such disclosure would result in the loss of such privilege (in each case, operating it being agreed that the Partnership Entities shall give notice to Parent of the fact that it is withholding such access or information and other data and thereafter the Partnership Entities shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to cause such a disclosure, violation or waiver) or (iii) to disclose any information as Parent relating to the Partnership Entities’ consideration of the Transactions, including the minutes of the General Partner Board or Purchaser, through its officers, employees or agents, may reasonably requestGP Conflicts Committee. (cb) Purchaser agrees to be bound Except for disclosures permitted by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and its Representatives will hold all information received from the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser Partnership Entities pursuant to this Section 6.04 shall be kept confidential 6.6 in confidence in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. ‌ (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to until the earlier of the Effective TimeTime and the termination of this Agreement, subject to compliance with applicable Law and the Company terms of any existing Contracts, NV Goldlands shall, and shall cause the Subsidiaries its subsidiaries and the their respective officers, directors, employees, auditors independent auditors, accounting advisers and agents of the Company and the Subsidiaries to, afford to Radio Fuels and to the officers, employees employees, agents and agents Representatives of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable Radio Fuels such access as Radio Fuels may reasonably require‌ at all reasonable times times, including for the purpose of facilitating integration business planning, to the their officers, employees, agents, properties, offices books, records and other facilities, books and records of the Company and each SubsidiaryContracts, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser Radio Fuels with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Radio Fuels may reasonably requestrequest provided that NV Goldland’s compliance with any request under this Section 7.5(a) shall not unduly interfere with the conduct of the business of NV Goldlands and the subsidiaries of NV Goldlands. (b) Radio Fuels and NV Goldlands acknowledge and agree that information furnished pursuant to this Section 7.5 shall be (a) used solely for the purpose described in this Section 7.5; (b) will be kept strictly confidential by Radio Fuels; and (c) Purchaser agrees will be provided by Radio Fuels solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate Radio Fuel’s evaluation or consideration of the Transaction. All Confidential Information is and will remain the property of NV Goldlands. Before providing access to Confidential Information to any Representative, Radio Fuels will inform such Representative of the contents of this Agreement and the confidentiality of the Confidential Information, and will advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.Agreement.‌

Access to Information; Confidentiality. (a) In connection with their investigation From the date hereof until the Effective Time, Albertson’s will (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours and upon reasonable notice to the offices, properties, books, records and personnel of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets Sellers relating to the Company's Remote Sensing Technology. Each of Parent Facilities and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiesthe Purchased Assets, (ii) that it is taking full responsibility for making furnish to Buyer, its own evaluation of counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the adequacy Facilities and accuracy the Purchased Assets as Buyer may reasonably request (including affording Buyer and its representatives access to the Stores and the Distribution Center during the pre-Closing period to enable Buyer, at Buyer’s expense, to conduct a physical count of all estimatesinventory at such locations, projections, forecasts, plans and budgets so furnished to it, and (iii) co-operate and prioritize and allocate its resources as reasonably necessary to construct a data bridge and the data file transfers to ensure that it Sellers will not assert any claim against commence providing, immediately as of Closing, the Company or any of its Affiliates or any of their respective directorsinformation technology services to Buyer as specified in the Standalone Drug Transition Services Agreement, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold (iv) deliver to Buyer (in electronic form where available) commencing promptly after the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which date hereof the foregoing clause data reasonably (iiia) is not applicablecritical to its ability to operate the Stores, and to conduct business and service customers at the Stores, at Closing, but that such access and conduct must be provided or performed in a form or manner or pursuant to a process that complies with applicable Law and any medical privacy policy of Albertson’s maintained for the benefit of third parties that imposes a legally binding obligation on Albertson’s or is required to be complied with order to be in accordance with applicable Law. Accordingly, to the Company makes no representation extent that providing access to certain information or warranty with respect to any estimates, projections, forecasts, plans personnel or budgets referred to in taking certain action under this Section 6.04(a5.02(a) would not so comply in a given form or manner or pursuant to a given process, the parties shall agree on a form or manner of access or conduct that will both enable Buyer to operate the Stores, and conduct business and service customers at the Stores, at Closing and will comply with applicable Law and any such policy (e.g., pricing information may be redacted from the item files and pharmacy reimbursement rates may be redacted from third party plan information). To the extent that any Seller incurs any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Section 5.02(a), the Buyer shall reimburse the appropriate Seller for the reasonable out-of-pocket costs thereof promptly upon the submission to the Buyer of an invoice therefor accompanied by supporting documentation in reasonable detail. (b) From During the date hereof period preceding the Closing Date, the Sellers shall permit Buyer access to each Facility after normal business hours (unless other times are permitted by the Sellers) in order to (i) prepare as-built surveys, and (ii) install wiring for communication devices and other store systems (including computers and other systems) and take other similar action at such Facility, all at Buyer’s cost and without causing damage to such Facility; provided that Buyer shall not be permitted to install any equipment in the Facilities until immediately following the Effective Time. Buyer agrees to repair any damage which may be caused due to the exercise of its rights pursuant to this Section 5.02(b) and to indemnify, defend and hold harmless the Seller Indemnitees from any and all Damages arising out of or in any way connected with Buyer’s exercise of its rights pursuant to this Section 5.02(b). The Sellers’ obligation to provide the foregoing access shall be conditioned on the requirement that Buyer shall not unreasonably interfere with the Sellers’ Standalone Drug Business. (c) After the Effective Time, the Company shallSellers and their Affiliates will hold, and shall will use their commercially reasonable efforts to cause the Subsidiaries and the their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless required to disclose by judicial or administrative process or by other requirements of Law or by the rules, regulations or policies of any United States or foreign securities exchange, all documents and information concerning the Purchased Assets and Assumed Liabilities, except to the extent that such information can be shown to have been (i) in the public domain prior to the Effective Time, (ii) in the public domain at or after the Effective Time through no fault of the Company and Sellers or their Affiliates or (iii) later lawfully acquired by the Subsidiaries to, afford Sellers from sources other than those related to its prior ownership of the Standalone Drug Business; provided that the Sellers may disclose such information to their officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officersdirectors, employees, agentssuccessors, propertiesaccountants, offices counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by the Sellers of the confidential nature of such information and are directed by the Sellers to treat such information confidentially. The obligation of the Sellers and their Affiliates to hold any such information in confidence shall be satisfied if Sellers exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. For so long as such information remains subject to the foregoing confidentiality obligations, the Sellers shall not use the same for any purpose other than tax, accounting and regulatory and other facilitiescompliance purposes and evaluating, books enforcing and records of performing their rights and obligations under this Agreement and the Company Ancillary Agreements or otherwise in connection with the transactions contemplated hereby and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestthereby. (cd) Purchaser agrees Subject to be bound Section 8.02(a), after the Effective Time, the Sellers will afford promptly to Buyer and its agents reasonable access (with an opportunity to make copies) (subject, however, to confidentiality and similar non-disclosure obligations) during normal business hours and upon reasonable notice, to the Sellers’ properties, books, records (whether in hard copy or computer format), workpapers, contracts, commitments, Tax Returns, personnel and records relating to the Facilities or the Purchased Assets as Buyer shall reasonably request for any reasonable business purpose relating to the Facilities or the Purchased Assets; provided that any such access by Buyer shall not unreasonably interfere with the terms conduct of the confidentiality agreementbusiness of the Sellers. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, dated May 8but excluding reimbursement for general overhead, 1998 (the "Confidentiality Agreement"), between Parent salaries and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential employee benefits) reasonably incurred in accordance connection with the Confidentiality Agreementforegoing.

Access to Information; Confidentiality. (a) In connection with From the Execution Date until the Closing Date, Seller will, and will cause its Affiliates to, (i) give Buyer Group and their investigation of Representatives reasonable access to the business of the Companyassets, Parent inventory, employees, offices, properties, and Purchaser have received from the Company certain estimates, projections corporate governance and other forecasts for the business books and records of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets Seller relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Tangible Assets, including the Required Documents (i) that there are uncertainties inherent excepting, in attempting all cases, any such items relating to make such estimatesDelta, projectionsAmerican, forecasts, plans and budgets, that it is familiar with such uncertaintiesor any other major airline or Affiliate or consultant or adviser thereto), (ii) that it is taking full responsibility for making its own evaluation of furnish to Buyer Group and their Representatives such financial and operating data and other information relating to the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, Tangible Assets as such Persons may reasonably request and (iii) that it will instruct the employees and counsel of Seller to reasonably cooperate with Buyer in its investigation of the Tangible Assets. Any investigation pursuant to this Section 5.02 shall be conducted only with reasonable advance notice to Seller and only during normal business hours and in such manner as not assert to interfere unreasonably with the conduct of Seller’s business. Notwithstanding the foregoing, Buyer shall not have access to any claim against of the Company following: personnel records of Seller relating to individual performance or evaluation records, or medical histories; information relating to the Third-Party CPAs; any Contracts or other information pursuant to which Seller is bound by confidentiality or non-disclosure obligations with respect thereto; or any other information which in Seller’s good faith opinion is sensitive or the disclosure of its Affiliates which could subject Seller to risk of liability or violation of Laws; provided, however, that Seller shall be obligated to use commercially reasonable efforts to request and obtain any of consents or waivers necessary for Buyer Group and their respective directorsRepresentatives to gain access to the assets, officersinventory, employees, agentsoffices, stockholdersproperties, consultantscorporate governance and other books and records, investment bankersfinancial and operating data and other information relating to the Tangible Assets to the extent reasonably necessary for Buyer to conduct its due diligence review of the Tangible Assets (excepting, accountants or representativesin all cases, any such items relating to Delta, American, or hold the Company any other major airline or any such persons liable with respect Affiliate or consultant or adviser thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof Prior to the Effective TimeClosing, the Company shallSeller hereby agrees to, and shall cause its Affiliates to, be bound by and comply with the Subsidiaries terms and conditions of the Confidentiality Agreement, regardless of any termination of the Confidentiality Agreement pursuant to its terms prior to the Closing Date, and covenants and agrees to keep confidential, in accordance with the terms and conditions of the Confidentiality Agreement (in the event that the Confidentiality Agreement has terminated pursuant to its terms, as if the Confidentiality Agreement were still in full force and effect), information provided to or received from, as applicable, the Buyer Group in connection with this Agreement and the officersAncillary Documents as if such information constituted “Confidential Information” pursuant to such Confidentiality Agreement. After the Closing, directorsSeller and its Affiliates will hold, employeesand will use all commercially reasonable efforts to cause their respective Representatives to hold, auditors in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and agents of information, whether written or oral, concerning the Company and the Subsidiaries toIncluded Assets, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times except to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with extent that such information was (i) previously known on a copy non-confidential basis by Seller, (ii) in the public domain through no fault of each report, statement, schedule and other document filed or received by the Company Seller or any of its Subsidiaries pursuant Representatives, or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Included Assets. If Seller or any of its Representatives becomes compelled to disclose any information otherwise restricted by this Section 5.02(b) by judicial or administrative process or by other requirements of federal Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain an appropriate protective order or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestreasonable assurance that confidential treatment will be accorded such information. (c) Purchaser agrees On and after the Closing Date, Seller will promptly afford reasonable access to Buyer and its Representatives to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent reasonably necessary for Buyer in connection with any audit, investigation or Proceeding (other than any Proceeding involving Seller) relating to the Included Assets; provided that any such access by Buyer shall be bound by conducted during normal business hours and shall not unreasonably interfere with the terms conduct of the confidentiality agreementbusiness of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including reasonable attorneys’ fees, dated May 8but excluding reimbursement of Seller for general overhead, 1998 (the "Confidentiality Agreement"), between Parent salaries and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential employee benefits) in accordance connection with the Confidentiality Agreementforegoing.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges Seller will (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Acquired Company and the Subsidiaries to, afford to permit representatives of the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions have reasonable access at during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all reasonable times to the officers, employees, agentspremises, properties, offices personnel, books, records (including Tax records and other facilitiesaccountants’ work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its advisors with copies of all such Contracts, books and records of the Company and each Subsidiaryrecords, and shall promptly other existing documents and data as Purchaser may reasonably request, (iii) furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser its advisors with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all such additional existing financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, Purchaser may reasonably request, and (iv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, the officers of the Acquired Company or any Subsidiary, as Purchaser may reasonably request. The confidentiality of all such documents and information furnished in connection with the Contemplated Transactions shall be governed by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.10(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company’s general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) Purchaser agrees From and after the Closing, and subject to be bound by the terms requirements of applicable Law, any securities exchange on which the confidentiality agreementsecurities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, dated May 8Seller and Parent shall keep secret and retain in confidence, 1998 (and not use for the "Confidentiality Agreement")benefit of Seller, between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser any Person other than Purchaser, all confidential matters and trade secrets known to Seller or Parent relating to the Business, including all books and records referred to in Section 5.02(b) and information made available to Seller pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement1.05(a).

Access to Information; Confidentiality. (a) In connection with their investigation of After the date hereof and prior to the Closing, Seller shall permit Purchaser and its representatives and agents to have reasonable access during normal business of the Company, Parent hours to Seller's books and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets records relating to the Company's Remote Sensing Technology. Each of Parent Business, employees identified by Purchaser and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to itcustomers, and (iii) that it will Seller shall furnish promptly to Purchaser such available information concerning the Conveyed Assets and the Business as Purchaser may reasonably request. Notwithstanding the foregoing, Seller need not assert disclose to Purchaser any claim against the Company information which would violate applicable laws or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)regulations. (b) From the date Information disclosed to Purchaser pursuant to Section 5.2(a) hereof shall be subject to the Effective TimeConfidentiality Agreement, the Company shalldated as of March 9, 2001, by and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent between Seller and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and Purchaser shall, in accordance therewith, cause its directors, officers, employees, Affiliates, advisers, representatives and agents to, treat as confidential all of the Company as if Purchaser was a party thereto. All information obtained provided by Parent or Purchaser Seller pursuant to this Section 6.04 shall be kept confidential 5.2(a) hereof or otherwise and not to use such information except in connection with the transactions contemplated hereby and in accordance with the Confidentiality Agreement, and Purchaser shall be responsible for any breach by any of said directors, officers, employees, Affiliates, advisers, representatives and agents of any of such confidentiality obligations. (c) Following the Closing, each party shall permit the other party and its representatives and agents to have reasonable access during normal business hours to the books and records relating to the Business to the extent that such access may be reasonably required (i) in connection with preparation of accounting records, (ii) in connection with the preparation of any Tax Returns or with any Tax audits, (iii) in connection with any Proceeding relating to the Business, or (iv) for any other proper business purpose, including, without limitation, information and records relating to customers. (d) Any information disclosed to Purchaser or Seller pursuant to Sections 5.2(c) or 2.6(d) hereof shall be treated as confidential information and the parties shall cause their officers, directors, officers, employees, Affiliates, advisers, representatives to treat as confidential all of the information provided pursuant to Sections 5.2(c) or 2.6(d) and not to use such information except in connection with the transactions contemplated hereby and each party shall be responsible for any breach by any of said directors, officers, employees, Affiliates, advisers, representatives and agents of any such confidentiality obligations.

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Law or as would result in a waiver of any attorney-client privilege (it being understood that the business of the Companyparties shall make appropriate substitute disclosure arrangements to cause such information to be provided, Parent and Purchaser have received if reasonably practicable, in a manner that is not reasonably likely to result in such waiver), from the Company certain estimates, projections and other forecasts for the business date of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to Agreement until the Effective Time, the Company shall, shall (and shall cause the Company Subsidiaries to): (i) provide to Parent and to the officers, directors, employees, auditors accountants, consultants, legal counsel, financing sources, agents and agents of the Company and the Subsidiaries toother representatives (collectively, afford the officers, employees and agents “Representatives”) of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all access, during normal business hours and, upon reasonable times prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiary, the Company Subsidiaries and shall promptly furnish use reasonable best efforts to provide to Parent and Purchaser its Representatives reasonable access, during normal business hours and, upon reasonable prior notice by Parent, to the books and persons providing or committing records thereof; (ii) furnish to provide Parent within 25 days of the end of each month following the date hereof, the standard monthly financial statements that the Company prepares in the ordinary course of business; (iii) furnish promptly to Parent such other information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or Purchaser its Representatives may reasonably request; and (iv) cooperate with financing for and assist Parent and its Representatives in the Transactions with conduct of any environmental assessments or sampling. (ib) a copy of each report, statement, schedule and other document filed or received by Nothing in this Section 6.03 shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would violate any of its Subsidiaries pursuant respective obligations with respect to confidentiality; provided, that the requirements Company shall use its commercially reasonable efforts to obtain the consent of federal such third party to such inspection or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestdisclosure. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser its Representatives pursuant to this Section 6.04 6.03 shall be kept confidential in accordance with the confidentiality agreement, dated January 12, 2006, as amended, between General Atlantic Service Company, LLC and the Company, and the confidentiality agreement, dated September 19, 2006, as amended, between Francisco Partners II, L.P. and the Company (together, the “Confidentiality AgreementAgreements”).

Access to Information; Confidentiality. (a) In connection with their investigation Except as otherwise prohibited by applicable Law or the terms of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans any contract or budgets relating agreement to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against which the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Subsidiaries is subject (provided that the Company shall use its commercially reasonable efforts to promptly obtain any consent required under such contract or any such persons liable agreement in order that it may comply with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in terms of this Section 6.04(a7.04(a). (b) From ), from the date hereof to of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the its Subsidiaries to, afford the officers, employees and agents of (i) provide to Parent and Purchaser Parent’s Representatives reasonable access, during normal business hours and persons providing or committing to provide Parent or Purchaser with financing for the Transactions upon prior reasonable access at all reasonable times notice, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and each Subsidiary, its Subsidiaries and shall promptly to the books and records thereof; and (ii) furnish Parent and Purchaser its Representatives with such information concerning its business, properties, contracts, assets, liabilities, personnel and persons providing other information as Parent or committing its Representatives may reasonably request in writing; provided, however, that the Company shall not be required to provide Parent access to or Purchaser with financing for the Transactions with (i) a copy disclose any information if such access or disclosure would jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant Subsidiaries, violate any Contract, Law or Order, or give a third party the right to terminate or accelerate the rights under a Contract (provided that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation). (b) Without limitation of Section 7.04(a), the Company shall, as promptly as practicable but in no event later than 20 Business Days after the date hereof, provide complete, correct and unredacted copies of any Selected Business Contracts, as amended and supplemented, that have not been provided by the Company to Parent prior to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestdate hereof. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives. (d) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) In connection with their investigation From the effective date of this Agreement to the business of the CompanyEffective Time, Parent and Purchaser have received from the Company certain estimatesshall, projections and other forecasts for the business of the Companyshall cause each Company Subsidiary, and certain plan shall use its reasonable best efforts to cause VELCO and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any each of their respective directors, officers, employees, agents, stockholdersaccountants, consultants, investment bankerslegal counsel, accountants or representativesadvisors, or hold the agents and other representatives (collectively, “Company or any such persons liable with respect theretoRepresentatives”) to: (i) provide to Parent and Merger Sub and their respective directors, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents, and agents of other representatives (collectively, the Company and the Subsidiaries to, afford the officers, employees and agents of “Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions Representatives”) reasonable access at all reasonable times during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company, any Company Subsidiary or VELCO, upon prior written notice to the Company, to the officers, employees, agentsauditors, properties, offices and other facilitiesfacilities of the Company, the Company Subsidiaries and VELCO and to the books and records thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and liabilities of the Company, Company Subsidiaries and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide VELCO as Parent or Purchaser with financing for the Transactions with Parent Representatives may reasonably request; and (iiii) a copy of to the extent permitted by Law, furnish promptly each report, statement, schedule and other document filed or received by the Company or any of its the Company Subsidiaries pursuant to the requirements of federal or state securities laws or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other governmental Governmental Entity; provided, however, that the Company shall not be required to (or regulatory authority and to cause any Company Subsidiary or VELCO to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (iiA) all financial, operating and other data and information as Parent result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or Purchaser, through its officers, employees or agents, may reasonably request. disclosure in a manner that does not result in a loss of attorney-client privilege); (cB) Purchaser agrees to be bound by the terms violate any obligations of the Company or any Company Subsidiary with respect to confidentiality agreementto any third party or otherwise breach, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and contravene or violate any then effective Contract to which the Company as if Purchaser was or any Company Subsidiary is a party theretoparty; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). All information obtained by Parent or Purchaser No review pursuant to this Section 6.04 5.3 shall have any effect for the purpose of determining the accuracy of any representation or warranty given by any of the parties hereto to any of the other parties hereto. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall cause each Parent Subsidiary and each Parent Representative to comply with, all of its obligations under the Confidentiality Agreement dated February 18, 2011 by and between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding the foregoing, the Confidentiality Agreement shall be kept confidential deemed amended as of the effective date hereof to permit Parent and its affiliates to take any action permitted to be taken hereunder, including any action taken by Parent in accordance connection with the Confidentiality Agreementan Acquisition Proposal by a Person other than Parent.

Access to Information; Confidentiality. (a) In connection with their investigation From the date of this Agreement until the business of Closing Date, the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the CompanySellers will, and certain plan and budget informationwill cause each Acquired Entity to, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) give the Buyer Entities and their Representatives (which, for purposes of this Section 5.02 (a) shall be deemed to include proposed lenders to the Buyer Entities) full access, to the extent reasonably requested thereby, to each Acquired Entity's offices, properties, books, records and employees, and those of its Affiliates to the extent related to the Acquired Entities, and to use their reasonable efforts to provide the Buyer Entities and their Representatives promptly after the date hereof access to each Acquired Entity's lenders, customers and service providers, each during normal business hours and upon reasonable prior notice; provided that there are uncertainties inherent in attempting to make any such estimatesaccess by any Buyer Entity or its Representatives shall not unreasonably interfere with the conduct of business by such Acquired Entity or Affiliate thereof, projectionsand provided, forecasts, plans and budgetsfurther, that it is familiar the Buyer Entities agree that all discussions between the Buyer Entities and any Acquired Entity's lenders, customers and service providers (to the extent such discussions relate to the Acquired Entities) shall be limited to matters reasonably related to continuing due diligence with such uncertaintiesrespect to the Contemplated Transactions and matters reasonably related to the satisfaction of any conditions to the Closing, (ii) that it is taking full responsibility for making its own evaluation of permit the adequacy Buyer Entities and accuracy of all estimatestheir Representatives to conduct non-invasive environmental and other inspections and investigations with respect to the Real Property and the Operating Facilities during normal business hours and upon reasonable prior notice, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof furnish to the Effective TimeBuyer Entities and their Representatives such financial and operating data and other information regarding such Acquired Entity and such Affiliates (to the extent related to the Acquired Entities) as such Buyer Entity or Representative may reasonably request and (iv) instruct its employees and Representatives to cooperate with the Buyer Entities in connection with such activities. The parties agree that the Sellers or their Representatives will initiate the initial contact with lenders, the Company shall, customers and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents service providers of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing Acquired Entities pursuant to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with clause (i) above and that a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms Representative of the confidentiality agreementSellers shall have the opportunity to participate in such initial discussions. Thereafter, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.Buyer

Access to Information; Confidentiality. (a) In connection From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its terms, subject to the confidentiality obligations of Purchaser set forth in Section 5.01 and the limitations set forth in Section 4.02(d), Seller will (i) give Purchaser, the Purchasing Affiliates and their investigation respective Representatives reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records of Seller and the business of Selling Affiliates to the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets extent relating to the Company's Remote Sensing Technology. Each Purchased Assets, including the corporate books and records and Tax Returns and Tax Claims of Parent the Acquired Subsidiaries and, to the extent reasonably required to evaluate required consents and Purchaser acknowledges (i) that there are uncertainties inherent to determine other actions to be taken pursuant thereto in attempting order to make such estimateseffect the transactions contemplated by this Agreement, projectionsmaterial Assigned Contracts, forecastsmaterial Permits, plans Transferred Real Property Leases and budgetssimilar documentation, provided, in each case, that it is familiar such access does not interfere in any material respect with such uncertaintiesSeller’s or any Selling Affiliate’s normal business operations, (ii) that it is taking full responsibility for making its own evaluation of furnish to Purchaser, the adequacy Purchasing Affiliates and accuracy of all estimates, projections, forecasts, plans their respective Representatives such financial and budgets so furnished operating data and other information in Seller’s possession relating to it, the Purchased Assets as Purchaser may reasonably request and (iii) instruct the Representatives of Seller and the Selling Affiliates to cooperate with Purchaser in its reasonable investigations of the Business; provided, however, that it neither Purchaser nor any of its Representatives will have the right to perform any investigative procedures that involve physical disturbance or damage to the Real Property (including any environmental sampling or testing at the Real Property) or any of the other Purchased Assets without Seller’s prior written consent. (b) After the Closing, Seller will, and will cause the Selling Affiliates to, hold, and Seller will use its reasonable best efforts to cause Seller’s and the Selling Affiliates’ respective Representatives to hold, in confidence, all information (written or otherwise), in any form or medium, that is confidential, proprietary or otherwise not assert generally available to the public and exclusively relates to the Business (the “Confidential Information”), except to the extent that such information can be shown to have been (i) in the public domain prior to the Closing, (ii) in the public domain at or after the Closing through no fault of Seller, any claim against Selling Affiliate or any of their respective Representatives or (iii) later lawfully acquired by Seller, any Selling Affiliate or any of their respective Representatives from sources other than those related to their prior ownership of the Company Business; provided, however, that Seller and the Selling Affiliates may disclose Confidential Information to their respective Representatives in connection with the transactions contemplated by this Agreement and the Transaction Agreements so long as such Representatives are informed by Seller or a Selling Affiliate of the nature of the Confidential Information and are directed by Seller or a Selling Affiliate to hold the Confidential Information in confidence, and Seller shall be responsible for any breach of the confidentiality provisions of this Section 4.02(b) by such Representatives (excluding such Representatives who, after the date of this Agreement, become Representatives of Purchaser or any Purchasing Affiliate); provided further, however, that nothing herein will prevent Seller, any Selling Affiliate or any of their respective Representatives from using Confidential Information in any manner otherwise contemplated by this Agreement or any Transaction Agreement. The obligation of Seller and the Selling Affiliates to hold the Confidential Information in confidence after the Closing shall be satisfied if Seller and the Selling Affiliates exercise the same care with respect to the Confidential Information as they would take to preserve the confidentiality of their own similar information in the ordinary course of business consistent with past practice. Nothing in this Agreement shall restrict the ability of Seller or a Selling Affiliate to keep copies of any Confidential Information after the Closing, including copies of any and all books and records relating to the Business. If, after the Closing, Seller, a Selling Affiliate or any of their respective Representatives are legally required to disclose any Confidential Information, Seller shall (A) promptly notify Purchaser to permit Purchaser, at Purchaser’s sole cost and expense, to seek a protective order or take other appropriate action and (B) cooperate as reasonably requested by Purchaser in Purchaser’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information, but only at Purchaser’s sole cost and expense. If, after the Closing, and in the absence of a protective order, Seller, a Selling Affiliate or any of their respective Representatives is compelled as a matter of Law to disclose Confidential Information to a third party, Seller, such Selling Affiliate(s) and such Representative(s), as applicable, may disclose to the third party compelling disclosure only the part of such Confidential Information as is required by Law to be disclosed; provided, however, that, prior to any such disclosure, Seller will, and will cause any such Selling Affiliate(s) and any such Representative(s) to, as applicable, use good faith efforts to advise and consult with Purchaser and its counsel as to such disclosure and the nature and wording of such disclosure. (c) Other than with respect to Tax matters, which are governed solely by Article 7, after the Closing, Seller will afford reasonably promptly to Purchaser, the Purchasing Affiliates and their respective Representatives reasonable access (with an opportunity to make copies) (subject to Purchaser’s obligation to maintain the confidentiality of any such Confidential Information), during normal business hours and upon reasonable notice, to Seller’s and the Selling Affiliates’ properties, books, records (whether in hard copy or computer format), workpapers, Contracts and personnel solely to the extent relating to the Purchased Assets as Purchaser shall reasonably request for any reasonable business purpose relating to the Business (excluding in respect of any dispute between Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, arising out of the transactions contemplated by this Agreement or any of the Transaction Agreements); provided, however, that any such access by Purchaser, any Purchasing Affiliate or any of their respective Representatives shall not unreasonably interfere with the conduct of the businesses of Seller or any of Seller’s Affiliates. Purchaser shall promptly reimburse Seller for any and all out-of-pocket costs and expenses (including attorneys’ fees but excluding reimbursement for general overhead, salaries and employee benefits) incurred by Seller, any Affiliate of Seller or any of their respective Representatives in connection with the foregoing. Notwithstanding the foregoing, access to Seller’s and its Affiliates’ personnel with respect to the matters described in the Transition Services Agreement shall be governed by the terms set forth therein. (d) Nothing in this Agreement will impose obligations on Seller or any Selling Affiliate to give Purchaser, any Purchasing Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants Representatives access to Business Employees or representatives, or hold the Company information if such access could reasonably be expected to cause Seller or any such persons liable with respect theretoAffiliate of Seller to be in breach of any duty of confidence or any other duty or obligation under applicable Law (including antitrust and competition Laws, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause labor Laws imposing disclosure obligations (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimatesworkers’ councils, projectionslabor unions or otherwise), forecastsand Laws affecting privacy, plans personal information and the collection, handling, storage, processing, use or budgets referred to in this Section 6.04(adisclosure of data). (be) From Seller shall provide Purchaser a list setting forth all Benefit Plans applicable to the Satellite Employees as promptly as reasonably practicable following the date hereof to the Effective Time, the Company shallof this Agreement, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with in any event not more than sixty (i60) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably requestdays thereafter. (cf) Seller shall provide Purchaser agrees to be bound by a list setting forth all material Permits as promptly as reasonably practicable following the terms date of the confidentiality agreementthis Agreement, dated May 8, 1998 and in any event not more than sixty (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement60) days thereafter.

Access to Information; Confidentiality. (a) In connection Except as may be necessary to comply with their investigation of the business of the Company, Parent any Applicable Laws and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, subject to any applicable privileges (including, without limitation, estimatesthe attorney-client and work-product privileges; provided that Parent and the Seller Companies shall use commercially reasonable efforts to provide access to Buyer in a manner that does not violate any applicable privileges), projectionsfrom the date of this Agreement until the Closing Date, forecastsParent, plans or budgets TTSI and Seller Companies shall (i) give Buyer and its Representatives reasonable access to the records of TTSI and Seller Companies relating to the Company's Remote Sensing Technology. Each of Parent TTS Business during normal business hours and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiesupon reasonable prior notice, (ii) that it is taking full responsibility give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred to Buyer at Closing during normal business hours and upon reasonable prior notice for making its own evaluation the purpose of the adequacy and accuracy Buyer's conduct of all estimatesan environmental audit of such facilities or documentary diligence, projections, forecasts, plans and budgets so furnished to it, and (iii) furnish to Buyer and its Representatives such financial and operating data and other information relating to TTSI and the TTS Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of TTSI and Seller Companies to provide reasonable cooperation to Buyer in its investigation of the TTS Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 5.02(a), from the date of this Agreement to the Closing Date Parent shall (i) use reasonable commercial efforts to enable Buyer and its Representatives to conduct, at Buyer's expense, business and financial reviews, investigations and studies as to the operation of TTSI and the TTS Business, including any tax, operating or other efficiencies that it will not assert may be achieved and (ii) give Buyer and its Representatives access upon reasonable request to information relating to TTSI and the TTS Business of the type and with the same level of detail as in the ordinary course of business currently is being made available to the president or chief financial officer, or other senior management of the TTS Business. Notwithstanding the foregoing, neither Buyer nor its Representatives shall have access to personnel records of any claim against Seller Companies or TTSI relating to individual performance or evaluation records, medical histories or other information that in Parent's good faith opinion is sensitive or the Company disclosure of which could subject TTSI or any Seller Companies to risk of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)liability. (b) From For a period of two years after the date hereof Closing Date and, with respect to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing any confidential information provided to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries Seller Companies pursuant to the requirements Section 2.07, for a period of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialtwo years thereafter, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company Seller Companies will treat and hold as if Purchaser was a party theretoconfidential, any confidential information relating primarily to the operations or affairs of TTSI or the TTS Business. All information obtained by In the event Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential in accordance with the Confidentiality Agreement.any Seller Companies are requested or required (by oral or written request for information

Access to Information; Confidentiality. (a) In connection Except as may be necessary to comply with their investigation of the business of the Company, Parent any Applicable Laws and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, subject to any applicable privileges (including, without limitation, estimatesthe attorney-client and work-product privileges; provided that Parent and the Seller Companies shall use commercially reasonable efforts to provide access to Buyer in a manner that does not violate any applicable privileges), projectionsfrom the date of this Agreement until the Closing Date, forecastsParent, plans or budgets TTSI and Seller Companies shall (i) give Buyer and its Representatives reasonable access to the records of TTSI and Seller Companies relating to the Company's Remote Sensing Technology. Each of Parent TTS Business during normal business hours and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertaintiesupon reasonable prior notice, (ii) that it is taking full responsibility give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred to Buyer at Closing during normal business hours and upon reasonable prior notice for making its own evaluation the purpose of the adequacy and accuracy Buyer's conduct of all estimatesan environmental audit of such facilities or documentary diligence, projections, forecasts, plans and budgets so furnished to it, and (iii) furnish to Buyer and its Representatives such financial and operating data and other information relating to TTSI and the TTS Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of TTSI and Seller Companies to provide reasonable cooperation to Buyer in its investigation of the TTS Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 5.02(a), from the date of this Agreement to the Closing Date Parent shall (i) use reasonable commercial efforts to enable Buyer and its Representatives to conduct, at Buyer's expense, business and financial reviews, investigations and studies as to the operation of TTSI and the TTS Business, including any tax, operating or other efficiencies that it will not assert may be achieved and (ii) give Buyer and its Representatives access upon reasonable request to information relating to TTSI and the TTS Business of the type and with the same level of detail as in the ordinary course of business currently is being made available to the president or chief financial officer, or other senior management of the TTS Business. Notwithstanding the foregoing, neither Buyer nor its Representatives shall have access to personnel records of any claim against Seller Companies or TTSI relating to individual performance or evaluation records, medical histories or other information that in Parent's good faith opinion is sensitive or the Company disclosure of which could subject TTSI or any Seller Companies to risk of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a)liability. (b) From For a period of two years after the date hereof Closing Date and, with respect to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing any confidential information provided to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries Seller Companies pursuant to the requirements Section 2.07, for a period of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financialtwo years thereafter, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request. (c) Purchaser agrees to be bound by the terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company Seller Companies will treat and hold as if Purchaser was a party theretoconfidential, any confidential information relating primarily to the operations or affairs of TTSI or the TTS Business. All information obtained by In the event Parent or Purchaser pursuant any Seller Companies are requested or required (by oral or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to this Section 6.04 disclose any such confidential information, then Parent shall be kept confidential in accordance with notify Buyer promptly of the Confidentiality Agreement.request or requirement so that Buyer, at its expense, may seek an appropriate protective order or waive