Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Time or the earlier termination Confidentiality Agreement dated as of this AgreementJune 12, upon reasonable prior written notice2002, as modified by Section 7.1(b) hereof, between Purchaser and Seller (as so modified, the Company shall“Confidentiality Agreement”), shall and subject to the restrictions contained in confidentiality agreements to which Seller is subject, Seller will afford to Purchaser and to the officers, employees, accountants, counsel, financial advisors and other representatives of Purchaser, reasonable access during normal business hours prior to the Closing to the Properties and all books, contracts, commitments, personnel and records related to the Properties and, during such period, Seller will furnish promptly to Purchaser all other information concerning the Properties as Purchaser may reasonably request. Purchaser will, and will cause its subsidiaries Affiliates to, and shall direct, and will use its commercially reasonable efforts to cause, its and its subsidiaries' cause their respective officers, directors, employees, auditors accountants, counsel, financial advisors and other representatives to, afford hold any nonpublic information in confidence to the officersextent required by, employeesand in accordance with, auditors and other representatives will comply with the provisions of Parent and the prospective lenders and other parties involved Confidentiality Agreement; provided, however, that notwithstanding anything to the contrary contained herein or in the Financing reasonable access at all reasonable times Confidentiality Agreement, Purchaser shall have no obligation to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, hold any such investigation or consultation shall be conducted information in such a manner as not to interfere unreasonably with confidence following the business or operations of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)Closing. (b) Each Notwithstanding anything in the Confidentiality Agreement to the contrary, the obligations of Parent Purchaser set forth in this Section 7.1 and Merger Sub will hold the obligations of Purchaser and treat and will cause its officersSeller in the Confidentiality Agreement shall not apply to any information that is required, employeesor that such party determines based on advice of counsel (including in house counsel) is advisable, auditors and other representatives to hold and treat in confidence all documents and information concerning be disclosed by it (y) to comply with applicable securities laws or regulations or under the Company and its subsidiaries furnished to Parent rules or Merger Sub policies of the New York Stock Exchange (“NYSE”), including in connection with the transactions contemplated filing by this Agreement in accordance with such party of a registration statement under the Confidentiality Agreement, dated October 14, 2004Securities Act of 1933, as amended, between the Company and Parent amended or (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company z) in connection with an offering of its securities. Without limiting but subject to the transactions contemplated by foregoing, each of Purchaser and Seller may disclose both a summary description of the material terms of this Agreement and a copy of this Agreement, and Purchaser may disclose (i) to the extent necessary to comply with applicable securities laws or the rules or policies of the NYSE or as reasonably determined by Purchaser to be advisable in accordance connection with an offering of its securities, historical and pro forma financial information with respect to the Confidentiality Agreement. The Company Properties, and Parent agree (ii) such information, including the location of the Properties, that would typically be disclosed in any investor or analyst call or, to the Confidentiality Agreement shall remain extent necessary to company with applicable securities laws or the rules or policies of the NYSE or as reasonably determined by Purchaser to be advisable in full force and effect connection with an offering of its securities, in accordance a registration statement or other public filing made under applicable securities laws or otherwise consistent with its termspast disclosure practices.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the The Company shall, and the Company shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives the Subsidiaries to, afford the officersto Purchaser and its accountants, employeescounsel, auditors financial advisors and other representatives of Parent representatives, and the to prospective lenders and other parties involved financing sources and each of their respective representatives, full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the Financing reasonable access at all reasonable times possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to its officersthe Company’s or any of the Subsidiaries’ systems of internal control), employeesContracts and records of the Company and the Subsidiaries to the extent necessary to enable Purchaser to make a thorough investigation of the Company’s business, properties, officesassets and operations, plants and, during such period, shall furnish promptly such information concerning the businesses, properties and other facilities personnel of the Company and the Subsidiaries as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations or interfere with the conduct of its business. Prior to the Closing, the Company shall generally keep Purchaser informed as to all booksmaterial matters involving the operations and businesses of the Company and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, records managers and informationemployees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with representatives of Purchaser and shall furnish Parent and the its prospective lenders and other parties involved in the Financing with all financialfinancial sources. All nonpublic information provided to, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financingor obtained by, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub Purchaser in connection with the transactions contemplated by this Agreement in accordance with hereby shall be “Information” for purposes of the Confidentiality AgreementAgreement dated February 25, dated October 142009 among Purchaser, 2004, as amended, between the Company and Parent the Selling Stockholders (the "“Confidentiality Agreement"”). The Company will hold , the terms of which shall continue in force until the Closing; provided that Purchaser and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. If the parties hereto shall fail to consummate the transactions contemplated by this Agreement in accordance with hereby, the Confidentiality Agreement. The Company and Parent agree that terms of the Confidentiality Agreement shall shall, notwithstanding any contrary term thereof, remain in full force and effect in accordance for a period of thirty (30) months from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and representatives, prospective lenders and other financial sources shall comply with its termsall of the Company’s regulations made known to them when present at the Company’s facilities.” 5 of 8

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective Time Closing Date (or the earlier termination of this AgreementAgreement pursuant to Section 13.01), upon reasonable prior written notice, the Company each Seller shall, and shall cause its subsidiaries Affiliates to, and shall direct, and use its commercially reasonable efforts to cause(i) give each Buyer Party, its and its subsidiaries' officerscounsel, directorsfinancial advisors, employeesconsultants, auditors and other authorized representatives tofull access to the offices, afford properties, books and records of such Seller and its Affiliates relating to the officersBusiness, employeesPurchased Assets, Business Employees and Real Property (at reasonable times and upon reasonable notice, but excluding any soil or groundwater testing of any Real Property), (ii) furnish to each Buyer Party, its counsel, financial advisors, consultants, auditors and other authorized representatives of Parent such financial and the prospective lenders operating data and other parties involved in information relating to the Financing reasonable access at all reasonable times to its officersBusiness, Purchased Assets and Real Property as such Persons may reasonably request and (iii) instruct the employees, propertiescounsel and financial advisors of such Seller and its Affiliates to cooperate with each Buyer Party in its investigation of the Business, offices, plants Purchased Assets and other facilities and Real Property. Any investigation pursuant to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation this Section shall be conducted in such a manner as not to interfere unreasonably with the business or operations conduct of the Company business of Sellers and their respective Affiliates and shall not require a Seller or its subsidiaries. Neither the Company nor any of its subsidiaries shall be required Affiliates to provide permit access to any privileged information or to disclose information where permitting such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect Applicable Law. (it being agreed that b) After the parties Closing, each Seller shall hold, and shall cause its Affiliates to hold, and each shall use their its commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, directors, employees, auditors accountants, counsel, consultants, advisors and other representatives agents to hold and treat hold, in confidence confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Company Business, Purchased Assets and Real Property, except to the extent that such information can be shown to have been in the public domain through no fault of a Seller or its Affiliates. The obligation of each Seller and its subsidiaries furnished Affiliates to Parent hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the Closing Date, subject to Section 7.01, each Seller shall, and shall cause its Affiliates to, afford promptly to each Buyer Party and its Affiliates and agents reasonable access, upon reasonable prior notice, to its books of account, financial and other records, information, employees and auditors, and shall request that its independent accountant furnish its workpapers to Buyer Domestic (upon execution of customary access letters), in each case to the extent necessary or Merger Sub useful for a Buyer Party or any of its Affiliates in connection with any audit, investigation, dispute or litigation (other than a dispute or litigation between Sellers and/or their Affiliates and the Buyer Parties) or any other reasonable business purposes relating to the Business, Purchased Assets and Real Property (subject to providing such assurances, releases, indemnities or other agreements as accountants may customarily require in such circumstances); provided that any such access by a Buyer Party or any of its Affiliates shall not unreasonably interfere with the conduct of the business of Sellers and their respective Affiliates and shall not require a Seller or any of its Affiliates to permit access to any privileged information or where permitting such access would contravene any Applicable Law. Buyer Domestic shall bear all of the out-of-pocket costs and expenses (excluding reimbursement of general overhead, salaries and employee benefits) reasonably incurred in connection with the transactions contemplated exercise of the foregoing rights under this Section by this Agreement in accordance with the Confidentiality Agreementa Buyer Party or any of its Affiliates. Table of Contents (d) Each Seller shall, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will shall cause its officersAffiliates to, employees, auditors maintain the books and other representatives to hold records retained by it and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished relating to the Company Business, Purchased Assets and Real Property for at least five years after which such Seller shall have the right to destroy such books and records in connection its sole discretion, subject to the requirements of Applicable Law; provided that such Seller shall give Buyer Domestic advance written notice of any such proposed destruction and shall provide Buyer Domestic with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company a reasonable opportunity to request and Parent agree that the Confidentiality Agreement shall remain in full force take delivery of any such books and effect in accordance with its termsrecords.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeTime, the Company shall, and shall cause its subsidiaries to, each Company Subsidiary and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, each of their respective directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives of (collectively, “Company Representatives”) to: (i) provide to Parent and the prospective lenders Merger Sub and other parties involved in the Financing reasonable access at all reasonable times to its their respective directors, officers, employees, propertiesaccountants, officesconsultants, plants legal counsel, advisors, financing sources, agents, and other facilities and to all booksrepresentatives (collectively, records and information, and shall furnish the “Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or operations any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; (iii) to the extent permitted by Law, furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities 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 Entity, provided that the foregoing shall not require the Company or any Company Subsidiary or Company Representative to furnish any such materials that are otherwise publicly available or, unless otherwise requested by Parent, that arise in the ordinary course of business of the Company or its subsidiaries. Neither the Company nor Subsidiaries; and (iv) promptly notify the Parent of any of its subsidiaries material developments in any audit or similar proceeding related to the change in any Utility Subsidiaries’ tax accounting method related to costs to repair and maintain utility assets; provided, however, that the Company shall not be required to provide access to (or to disclose cause any Company Subsidiary to) afford such access or furnish such information where to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law) (provided that the Company shall use its reasonable best efforts to (a) allow for such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such violation third party to provide access to or jeopardizationdisclosure of such information with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company with respect to clauses (A), (B) or (C) of this proviso); 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 as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to generally describe the types of information being withheld. No access, review or notice pursuant to this Section 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) Each With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with all of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with obligations under the Confidentiality AgreementAgreement dated September 16, dated October 14, 2004, as amended, 2013 between the Company and Parent (the "“Confidentiality Agreement"”). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished Notwithstanding the foregoing or anything to the Company contrary in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company , the parties acknowledge and Parent agree that nothing in the Confidentiality Agreement shall remain be construed to prevent Parent from making a request for reaffirmation of the Company Board Recommendation pursuant to Section 5.4(d) hereof or engaging in full force confidential negotiations with the Company (including proposing changes to this Agreement) pursuant to and effect in accordance with its termsSections 5.4(e), and 5.4(f) hereof. The Company acknowledges and agrees that the immediately preceding sentence shall not constitute or be deemed a request from Parent that the Company waive or amend the provisions of paragraph 6 of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Subject to applicable Law and confidentiality agreements, including that certain Nondisclosure and No-Trading Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of between Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The , from the date of this Agreement until the Effective Time, the Company will hold shall (and treat and will shall cause its Subsidiaries to): (i) provide to Parent and Parent's Representatives access, during normal business hours and upon reasonable notice by Parent, to the officers, employees, auditors agents, properties, offices and other representatives facilities of the Company and its Subsidiaries and to the books and records thereof, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and its Subsidiaries, (ii) furnish to Parent all monthly and quarterly statements of revenue and expense, earnings, sales, trial balances and such other similar statements as are regularly and customarily provided to senior management of the Company promptly following delivery to such senior management and (iii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its Subsidiaries as Parent or its Representatives may reasonably request. (b) Each party shall, and shall cause its affiliates and Representatives to, (i) comply with the Confidentiality Agreement as if a party thereto and (ii) hold and treat in strict confidence as Evaluation Material (as defined in the Confidentiality Agreement) all non- public nonpublic documents and information concerning Parent and its subsidiaries furnished or made available by one party to the Company other(s) and their respective affiliates and Representatives. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in connection with the transactions contemplated by this Agreement in accordance with of any party hereto or any condition to the Confidentiality Agreement. The Company and Parent agree that obligations of the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto or any condition to the Offer.

Access to Information; Confidentiality. (a) From Subject to the date terms of this Agreement to the Effective Time or the earlier termination of this AgreementSection 6.1, upon reasonable prior written notice, the Company shall, each party hereto shall (and shall cause its subsidiaries to, Subsidiaries and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' their respective directors, officers, directors, employees, auditors auditors, agents and other representatives to, ) afford to the officers, employees, auditors other party hereto and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, propertiesfinancial advisors, officeslegal counsel, plants and accountants, consultants, banks or other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub financing sources contemplating providing customary financing in connection with the transactions contemplated by this Agreement, and other representatives reasonable access during normal business hours to all of its books and records, properties, plants and personnel; provided, however, that any such access shall be conducted under the supervision of personnel of the party providing such access and in a manner that does not interfere with the normal operations of the party providing such access. (b) Notwithstanding anything to the contrary set forth herein, nothing in this Section 6.1 shall require the Company or Parent to disclose any information that, in its sole and absolute discretion, (i) it is not legally permitted to disclose or the disclosure of which would contravene any applicable law or binding order (including any Antitrust Law) or (ii) the disclosure of which would jeopardize any attorney-client or other legal privilege. (c) The Company shall use its reasonable best efforts to cooperate with Parent in its efforts to consummate the financing of the transactions contemplated by this Agreement. Such efforts shall include (i) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (ii) providing assistance in preparation of confidential information memoranda and other materials to be used in connection with obtaining such financing, (iii) cooperation with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, and (iv) providing the financial and other information necessary for the EXECUTION COPY satisfaction of the obligations and conditions set forth in the commitment letter relating to such financing, in each case within the time periods required thereby. Parent shall use its reasonable best efforts to obtain all financing required for the transactions contemplated by this Agreement (such that after the transactions Parent and its Subsidiaries shall have an amount of working capital and other liquidity reasonable for the business, taken as a whole (after giving effect to the Merger)). Such efforts shall include, prior to Closing, (i) obtaining additional financing as required, and (ii) obtaining all consents and amendments to agreements related to any material amount of indebtedness for borrowed money required to ensure that consummation of the transactions contemplated by this Agreement does not and will not result in a conflict, breach or event of default thereunder (or repaying any such indebtedness and terminating the related agreement if such consent or amendment is not obtained). (d) No information received pursuant to an investigation made under this Section 6.1 shall be deemed to (i) qualify, modify, amend or otherwise affect any representations, warranties, covenants or other agreements of the parties set forth in this Agreement or any certificate or other instrument delivered to other party in connection with the transactions contemplated hereby, (ii) amend or otherwise supplement the information set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, (iii) limit or restrict the remedies available to the parties under applicable law arising out of a breach of this Agreement, or (iv) limit 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 hereby set forth in Article VII hereof. (e) Each party shall (and shall cause its directors, officers, employees, auditors, agents and other representatives to) hold in confidence all non-public information acquired from the other party or the other party's representatives as a result of any investigation made under this Section 6.1 in accordance with the Confidentiality Agreementterms of the Non-Disclosure Agreement effective September 10, dated October 14, 2004, as amended, 2004 between Parent and the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of this Agreement to the Effective Time or and the earlier termination of this Agreement, upon reasonable prior written noticesubject to compliance with applicable Law and the terms of any existing Contracts, the Company shallBadger will, shall and will cause its subsidiaries to, Subsidiaries and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' their respective officers, directors, employees, auditors independent auditors, accounting advisers and other representatives agents to, afford the officers, employees, auditors and other representatives of to Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, agents, representatives, advisers and lenders such access as Parent may reasonably request at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, offices, plants and other facilities and to all books, records and informationContracts, and shall will furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding 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 Properties, and to contact any third party to a Material Contract to which Badger or any of its Subsidiaries is a party; provided, that no such investigation or consultation shall inspections will 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law which disrupts in any material respect the normal course of business of Badger at the applicable Property. Parent and Badger acknowledge and agree that information furnished pursuant to this Section 7.7(a) will be subject to the terms and conditions of the Confidentiality Agreement. (it being agreed b) No investigation conducted pursuant to Section 7.7(a) shall affect or be deemed to modify any representation or warranty made by Badger hereunder, and nothing in Section 7.7(a) shall require Badger to permit any inspection, or to disclose any information, that in the parties reasonable judgment of Badger would result in (i) a violation of any of its obligations with respect to confidentiality if Badger shall use their commercially have used reasonable efforts to cause 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) Badger will provide extracts, or summaries, or aggregations or other information to be provided the greatest extent practicable in a manner that does not cause result in any such violation or jeopardization). improper disclosure and (bB) Each of Parent and Merger Sub Badger will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and provide certain information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with with, and subject to, the Confidentiality confidentiality provisions of the Clean Team Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Subject to the date terms of this Agreement to the Effective Time or the earlier termination of this AgreementSection 6.1, upon reasonable prior written notice, the Company shall, each party hereto shall (and shall cause its subsidiaries to, Subsidiaries and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' their respective directors, officers, directors, employees, auditors auditors, agents and other representatives to, ) afford to the officers, employees, auditors other party hereto and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, propertiesfinancial advisors, officeslegal counsel, plants and accountants, consultants, banks or other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub financing sources contemplating providing customary financing in connection with the transactions contemplated by this Agreement, and other representatives reasonable access during normal business hours to all of its books and records, properties, plants and personnel; provided, however, that any such access shall be conducted under the supervision of personnel of the party providing such access and in a manner that does not interfere with the normal operations of the party providing such access. (b) Notwithstanding anything to the contrary set forth herein, nothing in this Section 6.1 shall require the Company or Parent to disclose any information that, in its sole and absolute discretion, (i) it is not legally permitted to disclose or the disclosure of which would contravene any applicable law or binding order (including any Antitrust Law) or (ii) the disclosure of which would jeopardize any attorney-client or other legal privilege. (c) The Company shall use its reasonable best efforts to cooperate with Parent in its efforts to consummate the financing of the transactions contemplated by this Agreement. Such efforts shall include (i) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (ii) providing assistance in preparation of confidential information memoranda and other materials to be used in connection with obtaining such financing, (iii) cooperation with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, and (iv) providing the financial and other information necessary for the satisfaction of the obligations and conditions set forth in the commitment letter relating to such financing, in each case within the time periods required thereby. Parent shall use its reasonable best efforts to obtain all financing required for the transactions contemplated by this Agreement (such that after the transactions Parent and its Subsidiaries shall have an amount of working capital and other liquidity reasonable for the business, taken as a whole (after giving effect to the Merger)). Such efforts shall include, prior to Closing, (i) obtaining additional financing as required, and (ii) obtaining all consents and amendments to agreements related to any material amount of indebtedness for borrowed money required to ensure that consummation of the transactions contemplated by this Agreement does not and will not result in a conflict, breach or event of default thereunder (or repaying any such indebtedness and terminating the related agreement if such consent or amendment is not obtained). (d) No information received pursuant to an investigation made under this Section 6.1 shall be deemed to (i) qualify, modify, amend or otherwise affect any representations, warranties, covenants or other agreements of the parties set forth in this Agreement or any certificate or other instrument delivered to other party in connection with the transactions contemplated hereby, (ii) amend or otherwise supplement the information set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, (iii) limit or restrict the remedies available to the parties under applicable law arising out of a breach of this Agreement, or (iv) limit 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 hereby set forth in Article VII hereof. (e) Each party shall (and shall cause its directors, officers, employees, auditors, agents and other representatives to) hold in confidence all non-public information acquired from the other party or the other party's representatives as a result of any investigation made under this Section 6.1 in accordance with the Confidentiality Agreementterms of the Non-Disclosure Agreement effective September 10, dated October 14, 2004, as amended, 2004 between Parent and the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Each of Parties shall, and shall cause each of its respective Subsidiaries to, afford to the date of this Agreement other Parties and their respective Representatives reasonable access during normal business hours, during the period prior to the Effective Time or the earlier termination of this AgreementAgreement in accordance with its terms, upon reasonable prior written noticeto all their respective properties, the Company assets, books, contracts, commitments, personnel and records and, during such period, each Party shall, shall cause its subsidiaries to, and shall directcause each of its respective Subsidiaries to, and use its commercially reasonable efforts furnish promptly to causethe other Parties: (a) a copy of each report, its and its subsidiaries' officersschedule, directors, employees, auditors registration statement and other representatives todocument filed or received by it during such period pursuant to the requirements of federal or state securities laws which is not generally available on the EDGAR internet database and (b) all other information concerning its business, afford the officers, employees, auditors properties and personnel as such other representatives of Parent Party may reasonably request (including Tax Returns filed and those in preparation and the prospective lenders and other parties involved in workpapers of its auditors); provided, however, that the Financing reasonable access at all reasonable times to its officersforegoing shall not require Towers Perrin or Watson Wyatt, employeesas the case may be, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required their respective Subsidiaries, to provide access to or disclose any information to disclose information where the extent such access or disclosure would contravene applicable Law, violate or breach the Common Interest and Joint Defense Agreement between Towers Perrin and Watson Wyatt, violate or prejudice the rights of its clients or jeopardize the attorney-client privilege of the Company institution in possession or its subsidiaries or contravene any Law control of such information. The Parties will make appropriate substitute disclosure arrangements under circumstances in any material respect (it being agreed that which the parties restrictions of the preceding sentence apply. All non-public information provided pursuant to this Section 5.5 shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement held confidential in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that terms of the Confidentiality Agreement between Watson Wyatt and Towers Perrin dated as of November 14, 2008 (the “Confidentiality Agreement”). No investigation pursuant to this Section 5.5 or information provided, made available or delivered to Watson Wyatt or Towers Perrin pursuant to this Agreement shall remain in full force and effect in accordance with its termsaffect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the Parties hereunder.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the The Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, shall afford to Parent and its Representatives and Financing Sources, upon reasonable notice, reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of the Company’s and its Subsidiaries’ properties, offices, plants books and other facilities records and to those employees of the Company or its Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company shall furnish, as promptly as reasonably practicable to such persons all booksinformation concerning the Company’s and its Subsidiaries’ business, records properties and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, such persons may from time to time reasonably request. Notwithstanding the foregoingParent, its Representatives and Financing Sources shall conduct any such investigation or consultation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company or and its subsidiariesSubsidiaries. Neither The Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Returns and in determining the optimal structure for the Surviving Corporation and its Subsidiaries after the Merger. Notwithstanding the foregoing, neither the Company nor or any of its subsidiaries Subsidiaries shall be required to provide access to or to disclose information where if the Company reasonably determines that such access or disclosure would (i) jeopardize the attorney-client privilege of the Company or any of its subsidiaries Subsidiaries or the protections of the work-product doctrine, (ii) contravene any Law or violate a Contract to which the Company or any of its Subsidiaries is a party, or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information; provided that, in any material respect (it being agreed that such case, the parties Company or its Subsidiary, as applicable, shall use their commercially reasonable efforts to cause provide such information in redacted form as necessary to be provided in a manner that does not cause preserve such violation privilege or jeopardization). (b) Each comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of December 20, 2013, between Parent and Merger Sub will hold the Company (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and treat Parent shall hold, and will shall cause its their respective officers, employees, auditors accountants, counsel, financial advisors and other representatives Representatives to hold and treat hold, all information received from the other party or its Representatives, directly or indirectly, in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement No information or knowledge obtained by any Person in any investigation pursuant to this Section 5.7 shall remain in full force and effect in accordance with its termsaffect or be deemed to modify any representation or warranty made by any party hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company Target shall, shall cause its subsidiaries each of the Target Subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives cause each Target Non-Subsidiary Entity to, afford the to Purchasers and their officers, employees, auditors accountants, counsel, financial advisors and other representatives (collectively, "Purchasers' Representatives"), reasonable access during normal business hours and upon reasonable advance notice during the period prior to the Closing to all its properties, for the purpose of Parent making surveys, inspections, engineering studies, environmental assessments and other tests, examinations or studies which Purchasers may deem necessary and for the purpose of inspecting all of the books, contracts, commitments, personnel and records of Target, the Target Subsidiaries and the prospective lenders Target Non-Subsidiary Entities and, during such period, Target shall, and shall cause each of the Target Subsidiaries to, and shall use reasonable efforts to cause each Target Non-Subsidiary Entity to, furnish reasonably promptly to Purchasers all other parties involved in the Financing reasonable access at all reasonable times to information concerning its business, properties and personnel as Purchasers may reasonably request. Target and its officers, employees, propertiesaccountants, officescounsel, plants financial advisors and other facilities representatives shall cooperate in all reasonable respects with each Purchaser and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved its accountants in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably connection with the business or operations preparation and auditing in accordance with Dutch GAAP of financial statements of Target and its Subsidiaries on a consolidated basis and in connection with the preparation and auditing in accordance with United States GAAP of financial statements relating to any of the Company Target Properties, with respect to periods preceding the Closing Date if such Purchaser has reasonably concluded that such audited financial statements are necessary or appropriate in connection with its subsidiariesreporting obligations under the United States Securities Exchange Act of 1934, as amended, or Australian securities laws within four months after the Closing or in connection with any debt or equity offering which may be proposed by such Purchaser after the date hereof and within such four month period. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub Purchaser will hold and treat hold, and will cause its officers, employees, auditors accountants, counsel, financial advisors and other representatives and Affiliates to hold and treat hold, any nonpublic information in confidence all documents to the extent required by, and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with with, the Confidentiality Agreementprovisions of (i) that certain letter agreement between J.P. Morgan Securities, dated October 14Inc., 2004on behalf of Target, as amendedand Hoosixx, between the Company and Parent xxxxx Xxtober 15, 2001 (the "Hoosier Confidentiality Agreement"), (ii) that certain letter agreement, dated October 18, 2001, between J.P. Morgan Securities, Inc., on behalf of Target, and Terrapin, xxx (xxx) that certain letter agreement between J.P. Morgan Securities, Inc., on behalf of Target, and Westfield Xxxxxxxx Ximited, dated January 10, 2002 (collectively, the "Confidentiality Agreements"). (b) In connection with any invasive or destructive testing of any property (or any portion thereof) of Target, a Target Subsidiary or a Target Non-Subsidiary Entity ("Invasive Testing"), Purchasers shall (i) fully comply with all laws, rules and regulations applicable to Target and/or the Invasive Testing and all other activities undertaken in connection therewith, (ii) not interfere materially with the use and occupancy of the property by Target and the tenants under the leases, and (iii) permit Target to have a representative present during all Invasive Testing undertaken hereunder. The Company will Purchasers hereby agrees to indemnify, defend and hold harmless Target and treat Target's partners, and will cause its their respective officers, employeesdirectors, auditors employees and agents from and against any and all loss, cost, expense, damage, claim and liability suffered or incurred by Target or any of such other representatives to hold entities or persons and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished arising out of Purchasers' and/or Purchasers' Representatives Invasive Testing; provided, however, that such indemnity shall not apply to the Company in connection with mere discovery by Purchasers and/or Purchasers' Representatives of any matters if the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsdiscovery thereof imposes liability on Target or any other indemnified party.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or until the earlier of the termination of this Agreement, upon reasonable prior written noticeAgreement and the Effective Time, the Company shall, and shall cause its subsidiaries to, each Company Subsidiary to and shall directcause each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and use its commercially reasonable efforts other representatives, (collectively, Company Representatives) to: (i) provide to causeParent, its the Purchaser and its subsidiaries' the Guarantor and their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives to(collectively, afford the Parent Representatives) reasonable access, at reasonable times, upon prior notice to the officers, employees, auditors agents, properties, offices and other representatives facilities of the Company and the Company Subsidiaries and to the books and records thereof (including Tax Returns, but other than confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws), (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 and (iii) reasonably cooperate with Parent and the prospective lenders Parent Representatives in connection with the arrangement of any financing to be consummated in order to fund the Offer; provided, however, that with respect to clause (iii), (w) any information regarding the Company or any of the Company Subsidiaries contained in any materials, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents in connection with the arrangement of any such financing (other parties involved in than any such information that has been previously disclosed publicly by the Financing reasonable access at all reasonable times Company) shall be subject to its officersthe prior review and approval of the Company, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and (x) none of the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoingCompany, any such investigation Company Subsidiary or consultation any Company Representative shall be conducted in required to incur any liability with respect to the arrangement or, or incurrence of any indebtedness with respect to, such financing prior to the Effective Time or require the Company or any Company Subsidiary to enter into or approve any financing or purchase agreement for such financing prior to the Effective Time, (y) securing any such financing or any portion thereof, on terms and conditions satisfactory to Parent or the Purchaser or otherwise, shall not constitute a manner as condition of Parent’s or the Purchaser’s obligation to consummate the Offer or effect the Merger or perform any of their other respective obligations hereunder and (z) such cooperation shall not to unreasonably interfere unreasonably with the ongoing business or operations of the Company or its subsidiaries. Neither and the Company nor Subsidiaries. None of the Company, any of its subsidiaries Company Subsidiary or any Company Representative shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the contravene any applicable Law, Contract or Order or would reasonably be expected to violate or result in a loss or impairment of any attorney-client privilege or work product privilege. In furtherance of the foregoing, no information identifying individual employees or consultants of the Company or its subsidiaries any Company Subsidiary or contravene any Law protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any material respect (it being agreed country that has enacted legislation implementing the parties shall use their commercially reasonable efforts Data Privacy Directive of the European Union or similar legislation, except to cause the extent permitted by a contractual undertaking entered into by Company, Parent and Purchaser regarding maintenance of privacy of such information to be provided data in a manner that does not cause form reasonably necessary to effect compliance with such violation legislation. No investigation conducted pursuant to this Section 5.3(a) shall affect or jeopardization)be deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. (b) Each Except as expressly prohibited by applicable Law, within ten Business Days prior to the Acceptance Time, solely to the extent the directors and officers of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and the Company Subsidiaries differ from those listed in Section 3.1(c) of the Company Disclosure Schedule, the Company shall provide Parent with a true and complete list of any changes to the directors and officers of the Company and each Company Subsidiary, as of such date. (c) With respect to the information disclosed pursuant to this Section 5.3, Parent and Purchaser shall comply with, and shall cause the Parent Representatives to comply with, all of its subsidiaries furnished obligations under the Confidentiality Agreement, effective as of October 20, 2011, by and between the Company and Guarantor (the Confidentiality Agreement); provided that Parent and Guarantor shall be entitled to Parent or Merger Sub share any Confidential Information (as defined in connection with the Confidentiality Agreement) and otherwise discuss consideration of the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company potential financing sources and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain be deemed amended to include such financing sources within the meaning of Representatives of Parent (as such term is defined in full force and effect in accordance with its termsthe Confidentiality Agreement).

Access to Information; Confidentiality. (a) From the date hereof to the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Article 10 hereof, upon reasonable notice and subject to applicable Laws, FNB and Promistar shall afford each other, and each other's accountants, counsel, and other representatives, during normal working hours for the period of time prior to the Effective Time or the earlier termination of this AgreementAgreement pursuant to Article 10 hereof, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts access to cause, all of its and its subsidiariesSubsidiaries' officersproperties, directorsbooks, employeescontracts, auditors commitments, and records and, during such period, each shall furnish promptly to the other Party (i) a copy of each report, schedule, and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees document filed or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation received by it 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 any of its subsidiaries shall be required Subsidiaries during such period pursuant to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege requirements of the Company Securities Laws, (ii) a copy of all filings made with any Regulatory Authorities or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub governmental entities in connection with the transactions contemplated by this Agreement and all written communications received from such Regulatory Authorities and governmental entities related thereto, and (iii) all other information concerning either Party or its respective Subsidiaries' business, properties and personnel as the other Party may reasonably request, including reports of condition filed with Regulatory Authorities. In this regard, without limiting the generality of the foregoing, FNB and its Subsidiaries and Affiliates shall notify Promistar promptly upon the receipt by it of any comments from the SEC, or its staff, and of any requests by the SEC for amendments or supplements to the Registration Statement or for additional information and will supply Promistar with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its staff or any other government official, on the other hand, with respect to the Registration Statement. Each Party hereto shall, and shall cause its advisors and representatives to (x) conduct its investigation in such a manner which will not unreasonably interfere with the normal operations, customers or employee relations of the other and shall be in accordance with procedures established by the Confidentiality Parties having the due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in this Agreement, dated October 14and shall treat as confidential, 2004all information obtained by each hereunder or in connection herewith and not otherwise known to them prior to the Effective Time. (b) FNB, as amendedthe FNB Companies and their Affiliates will hold, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will use their best efforts to cause their officers, directors, employees, consultants, advisors, representatives, and agents to hold, in confidence, unless compelled by judicial or other legal process, all confidential documents and information furnished by Promistar to FNB, any FNB Company, or their Affiliates in connection with the transactions contemplated by this Agreement, including information provided in accordance with this Section 8.5, except to the extent that such information can clearly be demonstrated by FNB to have been (i) previously known on a nonconfidential basis by FNB, (ii) in the public domain other than as a result of disclosure by FNB, any FNB Company, or any of their Affiliates, or (iii) later lawfully acquired by FNB from sources other than Promistar; provided, however, that FNB may disclose such information to its officers, directors, employees, auditors consultants, advisors, representatives, and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company agents in connection with the transactions contemplated by this Agreement only to the extent that such Persons who, in FNB's reasonable judgment, need to know such information for the purpose of evaluating Promistar (provided that such Persons shall be informed of the confidential nature of such information and shall agree to be bound by the terms of this provision) and, in any event, such disclosures shall be made only to the extent necessary for such purposes. If this Agreement is terminated in accordance with Article 10 hereof, FNB, the Confidentiality Agreement. The Company FNB Companies and Parent agree that their Affiliates shall maintain the Confidentiality Agreement shall remain in full force confidence of such information and effect in accordance with will use their best efforts to cause its terms.officers, directors, employees, consultants, advisors, representatives, and

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of this Agreement to the Effective Offer Acceptance Time or the earlier termination of date on which this Agreement, upon reasonable prior written noticeAgreement is terminated in accordance with its terms, the Company shall, and shall cause each of its subsidiaries Subsidiaries to, upon reasonable notice, afford to Parent and shall directits Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ properties, as applicable (including for the conduct of Phase I environmental site assessments but not for the conduct of sampling or analysis of soil, groundwater, building materials, effluent, or other environmental media commonly known as Phase II environmental assessment work), books, financial statements, forecasts and other financial data, Tax returns, Contracts, litigation files and other records, and use the Company shall furnish promptly such other documents and information concerning its commercially reasonable efforts to cause, its business and properties as the Parent and its subsidiaries' officers, directors, employees, auditors and Representatives may reasonably request (other representatives to, afford than any publicly available document filed by it pursuant to the officers, employees, auditors and other representatives requirements of Parent and the prospective lenders and other parties involved in the Financing reasonable federal or state securities Laws); provided that such access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to unreasonably interfere unreasonably with the business or operations of the Company and its Subsidiaries; provided, further, that other than with respect to a customary due diligence investigation by any financing sources or its subsidiaries. Neither their Representatives the Company nor any of and its subsidiaries Subsidiaries shall not be required obligated to provide access to or to disclose information where such access or disclosure information if permitting such access or disclosing such information would (i) violate applicable Law, (ii) violate a Contract or obligation of confidentiality owing to a third-party, (iii) jeopardize the protection of the attorney-client privilege or (iv) expose such party to risk of liability for disclosure of sensitive or personal information. Until the Effective Time, the information provided will be subject to the terms of the confidentiality letter agreement, dated as of December 12, 2013, between Parent and the Company, and the supplemental confidentiality letter agreement, dated as of February 2, 2014, between Parent and the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that as such letters may be amended from time to time, collectively, the parties “Confidentiality Agreement”), and, without limiting the generality of the foregoing, Parent and Company shall not, and Parent and Company shall cause their respective Representatives not to, use their commercially reasonable efforts to cause such information for any purpose unrelated to be provided in a manner that does not cause such violation or jeopardization). (b) Each the consummation of Parent and Merger Sub will hold and treat and will cause its officersthe Transactions. In addition to the foregoing, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning shall provide Parent and its subsidiaries furnished Representatives with current and forecasted financial information and provide access to the Company in connection with Company’s management to discuss the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termssame.

Access to Information; Confidentiality. OneBeacon shall, and shall cause each OneBeacon Subsidiary to (a) From the date of this Agreement afford to the Effective Time or the earlier termination of this Agreement, Liberty and its Representatives reasonable access during normal business hours and upon reasonable prior written noticenotice during the period from the date hereof to the Closing Date to all of the (i) Insurance Policies, the Company shallBooks and Records and Transferred Assets, shall cause its subsidiaries toincluding all Independent Producer, underwriting and shall direct, claims data and use its commercially reasonable efforts to cause, its information and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties (ii) personnel involved in the Financing reasonable Business, including all key managers, PROVIDED, that such access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and informationshall not unreasonably interfere with the operation of the Business, and shall (b) during such period, furnish Parent and as promptly as practicable to Liberty such information concerning the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information Business as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Liberty may from time to time reasonably request. Notwithstanding From the foregoingdate hereof to the Closing Date, any OneBeacon shall, and shall cause the OneBeacon Subsidiaries to, make reasonable accommodation to permit such investigation or consultation shall be conducted in such a manner as not Representatives to interfere unreasonably with effectively monitor the business or operations of the Company or its subsidiariesBusiness Employees. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (Liberty agrees that it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat hold, and will cause its officersAffiliates and each of their respective Representatives to hold, employees, auditors and other representatives to hold and treat any information so obtained in confidence all documents to the extent required by, and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with with, the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with provisions of the Confidentiality Agreement. The Company No investigation or review by Liberty or any of its Representatives shall affect or be deemed to modify any of the representations, warranties, covenants or agreements of Parent or OneBeacon under this Agreement or otherwise; it being understood that, notwithstanding any right of Liberty to have access to information concerning the Business pursuant to this Section 5.03 and notwithstanding any knowledge of facts determined or determinable by Liberty in connection therewith, subject only to Section 10.06, Liberty has the right to rely fully upon the representations, warranties, covenants and agreements of Parent agree that the Confidentiality and OneBeacon contained in this Agreement, any Ancillary Agreement shall remain or any Schedule, Exhibit or certificate in full force and effect in accordance with its termsrespect thereof.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeTime, the Company shall, and shall cause its subsidiaries to, each Company Subsidiary and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, each of their respective directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives of Parent (collectively, “Company Representatives”) to: (i) provide to Acquiror and the prospective lenders Merger Sub and other parties involved in the Financing reasonable access at all reasonable times to its their respective directors, officers, employees, propertiesaccountants, officesconsultants, plants legal counsel, advisors, agents, and other facilities and to all booksrepresentatives (collectively, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted “Acquiror Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or operations any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices and other facilities of the Company and the Company Subsidiaries and to their books and records; (ii) furnish promptly information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Acquiror or the Acquiror Representatives reasonably may request; and (iii) to the extent permitted by Law, furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or its subsidiaries. Neither any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company nor or any of Company Subsidiary is a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law) (provided that the Company shall use its subsidiaries shall be required reasonable best efforts to provide access to or to disclose information where (a) allow for such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such violation third party to provide access to or jeopardizationdisclosure such information with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Acquiror and the Company with respect to clauses (A), (B) or (C) of this proviso); it being understood and agreed that the Company shall advise Acquiror in such circumstances that it is unable to comply with Acquiror’s reasonable requests for information as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to generally describe the information being withheld. No review pursuant to this Section 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) Each With respect to the information disclosed pursuant to Section 5.3(a), Acquiror shall comply with all of Parent and Merger Sub will hold and treat and will cause its officersobligations under the Confidentiality Agreement dated March 12, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning 2012 among the Company and its subsidiaries furnished to Parent or Merger Sub in connection with Acquiror (the transactions contemplated by this Agreement in accordance with the “Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"”). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Pivotal shall, and shall cause each of its Subsidiaries to, afford to VMware, Merger Sub and their respective Representatives reasonable access during normal business hours, during the date of this Agreement period prior to the Effective Time or the earlier termination of this AgreementAgreement in accordance with its terms, upon reasonable prior written noticeto all their respective properties, the Company assets, books, contracts, commitments, personnel and records and, during such period, Pivotal shall, shall cause its subsidiaries to, and shall directcause each of its Subsidiaries to, and use its commercially reasonable efforts to causefurnish reasonably promptly to VMware: (i) a copy of each report, its and its subsidiaries' officersschedule, directors, employees, auditors registration statement and other representatives todocument filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, afford the officers, employees, auditors properties and other representatives of Parent personnel as VMware or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any workpapers of its subsidiaries auditors), except that the foregoing shall be required to provide access to or not require Pivotal to disclose any information where to the extent such access or disclosure would jeopardize contravene applicable Law. Promptly following the attorney-client privilege execution of this Agreement Pivotal shall designate a Pivotal lead integration manager reasonably satisfactory to VMware whose primary responsibilities and obligations will be to lead planning on behalf of Pivotal and, following the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that Closing, work with VMware’s lead integration manager regarding the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)integration of Pivotal and VMware. (b) Each To the extent VMware requests further information or investigation of Parent the basis of any potential violations of Law, including Laws related to export control and Merger Sub will hold Applicable Anti-Corruption Laws, Pivotal shall, and treat and will shall cause its officersSubsidiaries to, employees, auditors use commercially reasonable efforts to cooperate with such request and other representatives shall make available any personnel or experts engaged by Pivotal or its Subsidiaries reasonably necessary to hold and treat in confidence all documents and accommodate such request. (c) All such information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement shall be held confidential in accordance with the terms of the Non-Disclosure Agreement between VMware and Pivotal dated as of March 7, 2019 (the “Confidentiality Agreement”). No investigation pursuant to this section 5.4 or information provided, Made Available or delivered to VMware pursuant to this Agreement shall affect any of the representations, warranties, covenants, rights or remedies or the conditions to the obligations of, the parties hereunder. The parties acknowledge that VMware and Pivotal have previously executed the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the which Confidentiality Agreement shall remain will continue in full force and effect in accordance with its terms. (d) Nothing in this section 5.4 shall require Pivotal or its Subsidiaries to permit any inspection, provide any access or disclose any information that would (i) unreasonably interfere with Pivotal’s or its Subsidiaries’ business operations or (ii) result in the disclosure of any materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege, except, that in each of clauses (i) and (ii), Pivotal shall use commercially reasonable efforts to minimize the effects of such restrictions or to provide a reasonable alternative to such access.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon Upon reasonable prior written notice, the Company shall, each of Validus and IPC shall (and shall cause each of its subsidiaries to, and shall direct, and use its commercially reasonable efforts ) (i) afford to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, counsel, financial advisors and other representatives of Parent and the prospective lenders and other parties involved in party, access, during normal business hours during the Financing reasonable access at period prior to the Effective Time, to all reasonable times to its officers, employees, properties, officesbooks, plants and other facilities and to all bookscontracts, records and informationofficers and (ii) during such period, make available all other information concerning its business, properties and shall furnish Parent and the prospective lenders and personnel, in each case, as such other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, party may from time to time reasonably request. Notwithstanding anything in this Section 5.2 or Section 5.3 to the foregoingcontrary, 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 neither party nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client any legally recognized privilege of the Company applicable to such information or its subsidiaries violate or contravene any Law applicable Laws or binding agreement entered into prior to the date of this Agreement (including any Laws relating to privacy). The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable Law, and, if necessary, restricting review of certain sensitive material to the receiving party’s financial advisors or outside legal counsel. No information or knowledge obtained in any material respect (it being agreed that the parties investigation pursuant to this Section 5.2 shall use their commercially reasonable efforts affect or be deemed to cause such information to be provided in a manner that does not cause such violation modify any representation or jeopardization)warranty made by any party hereunder. (b) Each of Parent and Merger Sub The parties will hold any such information in confidence and treat and will cause its neither of the parties nor any of their respective affiliates, directors, officers, employees, auditors and advisors, agents or other representatives (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”) will disclose any of the information in any manner whatsoever; provided, however, that (i) any of such information may be disclosed to hold Representatives who need to know such information for the sole purpose of assisting the parties in effecting the Amalgamation (it being understood that such Representatives shall be informed by the party hereto that they represent of your obligations under this Section 5.2(b) and treat in confidence shall be required by you to comply with all documents such obligations)), (ii) any of such information may be disclosed as required by applicable law or the rules of a national securities exchange and (iii) any other disclosure of such information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection may be made only with the transactions contemplated other party’s prior written consent. Each party hereto agrees to be responsible for any breach of this Section 5.2(b) by any of its Representatives and, at its sole expense, to take all commercially reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from breaching this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"Section 5.2(b). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time or the earlier termination of this AgreementClosing, upon reasonable prior written noticenotice and subject to applicable Laws relating to the exchange of information and confidentiality obligations applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the possession of the Company or any of its Subsidiaries from time to time, the Company shall, and shall cause each of its Subsidiaries to, afford to the Representatives of Parent and Merger Sub, during normal business hours and in a manner as to not interfere with the normal operation of the Company and its Subsidiaries during the period prior to the Closing Date, reasonable access to the Company’s and its Subsidiaries’ properties, books, Contracts, commitments, Tax Returns and records, and to their directors, officers, employees, accountants, counsel and other Representatives and, during such period, the Company shall, and shall cause its subsidiaries Subsidiaries to, make available to Parent and Merger Sub such information concerning their businesses, properties and personnel, in each case as Parent and Merger Sub may reasonably request in connection with this Agreement, including in connection with obtaining, and seeking the removal of any exclusion from, any representation and warranty insurance policy sought by Parent; provided, however, that (i) such right shall not apply to information subject to an attorney-client privilege, and (ii) the Company and its Subsidiaries need not supply any information which the Company or any of its Subsidiaries is under a contractual or legal obligation not to supply or under a confidentiality obligation; provided, however, that the parties will work in good faith to allow for such disclosure or access in a manner that does not result in the events set out in clauses (i) and (ii). The Company shall have the right to have one or more of its Representatives present at all times during any such reviews, examinations or discussions. (b) Prior to the Closing, (i) any information provided to or obtained by Parent or Merger Sub pursuant to this Section 5.3 or any other provision of this Agreement will be subject to the Confidentiality Agreement and shall be held by Parent and Merger Sub in accordance with and be subject to the terms and conditions of the Confidentiality Agreement, and (ii) each of Parent and Merger Sub agree to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, which provisions are hereby incorporated herein by reference. No information provided to or obtained by Parent or Merger Sub pursuant to this Section 5.3 or any other provision of this Agreement shall affect or be deemed to modify any representation or warranty contained in this Agreement. (c) From and for a period of five (5) years after the Closing, in connection with accounting, Tax and similar needs in connection with its ownership of Membership Interests or in connection with a Person’s status as a current or former officer, director or member of the Company or any of its Subsidiaries, including preparation of governmental or regulatory reporting obligations, or the resolution of any claims made against or incurred by such Member in respect of periods prior to the Closing, Parent shall cause the Surviving Company and its Subsidiaries to (i) retain the books and records relating to the Surviving Company and its Subsidiaries with respect to periods prior to the Closing in a manner reasonably consistent with the practice of Parent and its Subsidiaries, and (ii) upon reasonable advance notice and subject to execution of a customary confidentiality agreement, Parent and the Surviving Company shall, and shall directcause each of the Surviving Company’s Subsidiaries to, afford to the Members and their respective Representatives, during normal business hours following the Closing Date, and in a manner as to not unreasonably interfere with the normal operation of the Surviving Company and its Subsidiaries, reasonable access to the Surviving Company’s and each of its Subsidiaries’ books, Contracts and records to the extent related to periods prior to the Closing as they may reasonably request for the purposes described above; provided, however, that this provision shall not (A) apply to information subject to an attorney-client privilege, or (B) cause the Surviving Company or any of its Subsidiaries to violate any applicable legal, contractual or confidentiality obligations or disclose any trade secret of any third party, and shall in all cases be subject to applicable Laws relating to the exchange of information (it being agreed that Parent shall use its commercially reasonable efforts to cause, its cause the Surviving Company and its subsidiaries' officers, directors, employees, auditors Subsidiaries to make reasonable and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved appropriate substitute disclosure arrangements under circumstances in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any which 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardizationcircumstances apply). (bd) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished Notwithstanding anything to the Company in connection with contrary herein, to the transactions contemplated extent any party is obligated to provide another party physical access to properties, books, Contracts, commitments, Tax Returns, records, or to any Persons, pursuant to this Section 5.3, such party may instead provide such access by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termselectronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures).

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Time or the earlier termination of this Agreementapplicable Law, upon reasonable prior written notice, the Company shall(i) shall afford to Parent and Parent’s Representatives (including, shall cause its subsidiaries tofor the avoidance of doubt, AmTrust, NGHC and shall direct, and use its commercially their respective Representatives) reasonable efforts access during normal business hours to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the Company’s officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesagents, properties, offices, plants and other facilities and to all books, Contracts and records and information(including, and shall furnish Parent and without limiting the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding generality of the foregoing, access to the foregoing and work papers of the Company’s auditors and access to the Company’s auditors, in each case as may be necessary for Parent or any of its Affiliates to begin the preparation, review and audit by Parent, its Affiliates or their respective auditors of financial statements with respect to the Company, its Subsidiaries and their respective assets, liabilities and results of operations in order to allow Parent and such Affiliates to comply with their reporting obligations after the Closing Date under applicable Law), (ii) shall provide Parent and Parent’s Representatives (including, for the avoidance of doubt, AmTrust, NGHC and their respective Representatives) reasonable cooperation with respect to the foregoing and the consummation of the Related Business Acquisitions, and (iii) shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent or any of Parent’s Representatives may reasonably request; provided that Parent and its Representatives shall conduct any such investigation or consultation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries. Neither Company; provided, further, that the Company nor any of its subsidiaries shall not be required obligated to provide access to or to disclose information where such access or disclosure would jeopardize information if doing so could violate applicable Law or a Contract or obligation of confidentiality owing to a third party, or waive the protection of an attorney-client privilege of or other legal privilege (as long as the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their has used commercially reasonable efforts to cause obtain the consent of any third party required thereunder). Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to be provided communicate, to the extent feasible, the applicable information in a manner way that does would not cause violate the applicable Law, Contract or obligation or risk waiver of such violation or jeopardizationprivilege. All requests for information made pursuant to this Section 5.07 shall be directed to the Person designated by the Company. Until the Effective Time, the information provided will be subject to the terms of the letter agreement dated as of November 5, 2013, by and among the Company and AmTrust Financial Services, Inc. (as may in the future be amended from time to time, the “Confidentiality Agreement”). (b) Each Without limiting Section 5.07(a), the Company will furnish to Parent, for the interim period from the date of Parent and Merger Sub will hold and treat and will cause its officersthis Agreement to the Closing Date, employeesinternally prepared, auditors and other representatives to hold and treat in confidence all documents and information concerning unaudited financial statements for the Company and its subsidiaries furnished Subsidiaries for each monthly period completed prior to Parent or Merger Sub in connection with 31 days before the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsClosing Date.

Access to Information; Confidentiality. (a) From To the date of this Agreement to extent permitted by applicable Law, until the Effective Time or the earlier termination of this AgreementClosing, upon reasonable prior written notice, the Company Seller shall, and shall cause its subsidiaries Subsidiaries to, permit Buyer and its authorized agents or Representatives to have reasonable access to the properties, books, records, Contracts and such financial (including working papers) and operating data of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and the Business Employees and other employees knowledgeable about the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities as Buyer may reasonably request, during regular business hours to review information and documentation and ask questions relative to the properties, books, Contracts and other records of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and to conduct any other reasonable investigations; provided that such investigation shall only be upon reasonable notice and shall directnot unreasonably disrupt the personnel and operations of Seller or any of its Subsidiaries, shall comply with the reasonable security, data privacy and data protection, and use its commercially reasonable efforts to cause, its insurance requirements of Seller and its subsidiaries' officersSubsidiaries and shall, directorsin the case of physical visits, employeesbe at Buyer’s sole risk and expense (provided that Seller shall not, auditors and other representatives nor permit is Affiliates to, afford charge for any such access). All requests for access to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesoffices, properties, officesbooks and records of Seller and its Subsidiaries shall be made to such representatives of Seller as Seller shall designate, plants who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Buyer nor any of its Subsidiaries, agents or Representatives acting on its behalf shall contact any of the employees (other facilities and than those set forth on Schedule 6.2 of the Disclosure Letter), customers, suppliers, partners, Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such Representatives of Seller (not to all booksbe unreasonably withheld, records and informationconditioned or delayed, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, which may from time to time reasonably requestbe provided via email). 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 neither Seller nor any of its subsidiaries Subsidiaries shall be required to (a) provide access to or to disclose information where such access or disclosure would jeopardize reasonably be expected to cause the waiver of any attorney-client privilege of the Company Seller or its subsidiaries such Subsidiaries or contravene any Law in any material respect or binding agreement of Seller or such Subsidiaries (it provided, that Seller shall inform Buyer as to the general nature of what is being agreed that withheld as a result of the parties foregoing and shall use their commercially its reasonable efforts to cause disclose such information to be provided in a manner way that does would not cause waive such violation privilege or jeopardizationcontravene any applicable Law or binding agreement), (b) provide access to or disclose any document, communication or information related to the sale process with respect to the Business or any other potential transaction relating to the sale or divestiture of the Business, (c) provide access to personnel records of the Business Employees, including records relating to individual performance or evaluation records, medical histories or other information that Seller believes in good faith is sensitive information relating to personnel or the disclosure of which would reasonably be expected to subject Seller or any of its Subsidiaries to risk of liability (provided, that Seller shall inform Buyer as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not result in the sharing of sensitive information or reasonably risk liability) or (d) provide access to any property of Seller or its Subsidiaries for purposes of conducting any environmental sampling or testing. (b) Each The Parties expressly acknowledge and agree that this Agreement and the other Transaction Documents and their respective terms and all information, whether written or oral, furnished by either Party to the other Party or any Affiliate of Parent and Merger Sub will hold and treat and will cause its officerssuch other Party, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated negotiation of this Agreement or the other Transaction Documents or pursuant to this Section 6.2 shall be treated as “Evaluation Material” of such Party under that certain Mutual Non-Disclosure Agreement dated February 23, 2015 between the Parties (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, (i) to the extent permitted by applicable Law, the execution of this Agreement shall constitute written consent by Seller pursuant to the Confidentiality Agreement to all actions by the Buyer Related Parties expressly permitted or expressly required by this Agreement in accordance with or the other Transaction Documents that would otherwise be restricted under the Confidentiality Agreement and (ii) any provision in the Confidentiality Agreement providing that Seller need not provide any information or Evaluation Material to Buyer or its Representatives (including Section 7 thereof) is superseded by this Agreement. (c) From and after the Closing Date, dated October 14except as otherwise expressly provided in this Agreement or any other Transaction Document, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will Seller shall hold and treat and will shall cause its officersSubsidiaries to hold, employeesand shall use its reasonable best efforts to cause its Representatives (and be responsible for any breach by its Representatives) to hold, auditors in strict confidence and other representatives not to hold and treat disclose, release or use (except as may be necessary to enforce its rights as described in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company clause (iii) below, in connection with the performance of its obligations under the Signing Date Agreements or preparation of any Tax Returns required to be filed by it or as set forth in clause (A) of the final proviso of clause (ix) of Appendix A) without the prior written consent of Buyer, any and all Confidential Information related to Buyer, the Purchased Assets, the Purchased Shares, the Assumed Liabilities and/or the Business (including, without limitation, information provided to Seller following the Closing pursuant to this Agreement); provided, that Seller may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.2(c) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Seller and in respect of whose failure to comply with such obligations Seller will be responsible, (ii) if Seller, its Subsidiaries or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies, or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary information is made pursuant to clause (ii) above, Seller shall to the extent practicable and permissible promptly notify Buyer of the existence of such request or demand and shall provide Buyer a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Buyer with respect thereto, at Buyer’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Seller may disclose such confidential and proprietary information without Liability hereunder, but shall furnish only that portion of such confidential and proprietary information that Seller is advised by legal counsel it is legally required to disclose and shall, to the extent requested by Buyer, exercise reasonable efforts, at Buyer’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.2(c) shall not apply to information (A) to the extent relating to Seller’s or its Subsidiaries’ businesses other than the Business, (B) that is or becomes generally available to the public other than as a result of disclosure by Seller or an Affiliate or Representative thereof in breach of any confidentiality obligation, (C) that becomes available to Seller or an Affiliate thereof after the Closing Date on a non-confidential basis from a source other than Buyer or an Affiliate or Representative thereof (provided that such source is not known by Seller to be bound by any obligation of confidentiality to Buyer or any of its Subsidiaries) or (D) that Seller can establish by reasonable evidence is independently developed by Seller or any Affiliate thereof following the Closing without reference to or reliance upon Confidential Information of or relating to Buyer, the Purchased Assets, the Purchased Shares, the Assumed Liabilities and/or the Business (including, without limitation, information provided to Seller or an Affiliate or Representative thereof following the Closing pursuant to this Agreement). (d) From and after the Closing Date, except as otherwise expressly provided in this Agreement or any other Transaction Document, Buyer shall hold and shall cause its Subsidiaries to hold, and shall use its reasonable best efforts to cause its Representatives (and be responsible for any breach by its Representatives) to hold, in strict confidence and not to disclose, release or use (except as may be necessary to enforce its rights as described in clause (iii) below, in connection with the performance of its obligations under the Signing Date Agreements or preparation of any Tax Returns required to be filed by it) without the prior written consent of Seller, any and all Confidential Information related to the Excluded Assets, the Excluded Liabilities and/or the businesses of Seller (other than the Business); provided, that Buyer may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.2(d) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Buyer and in respect of whose failure to comply with such obligations Buyer will be responsible, (ii) if Buyer, its Affiliates or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies, or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in accordance the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary information is made pursuant to clause (ii) above, Buyer shall to the extent practicable and permissible promptly notify Seller of the existence of such request or demand and shall provide Seller a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Seller with respect thereto, at Seller’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Buyer may disclose such confidential and proprietary information without Liability hereunder, but shall furnish only that portion of such confidential and proprietary information that Buyer is advised by legal counsel it is legally required to disclose and shall, to the extent requested by Seller, exercise reasonable efforts, at Seller’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.2(d) shall not apply to information (A) to the extent relating to the Business, the Purchased Assets, Purchased Shares, Purchased Entities, Purchased Minority Interests or the Assumed Liabilities, (B) that is or becomes generally available to the public other than as a result of disclosure by Buyer or an Affiliate or Representative thereof in breach of any confidentiality obligation, (C) that becomes available to Buyer or an Affiliate thereof on a non-confidential basis from a source other than Seller or an Affiliate or Representative thereof (provided that such source is not known by Buyer to be bound by any obligation of confidentiality to Seller or any of its Subsidiaries) or (D) that Buyer can establish by reasonable evidence is independently developed by Buyer or any Affiliate thereof without reference to or reliance upon Confidential Information of or relating to the Excluded Assets, the Excluded Liabilities and/or the businesses of Seller (other than the Business). Notwithstanding anything to the contrary herein, the provisions of Section 13 of the Confidentiality Agreement are hereby incorporated by reference herein as fully as if set forth herein in their entirety and such provisions shall apply mutatis mutandis and, as incorporated herein, shall not terminate upon termination of the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Until the date of this Agreement to the Effective Time or the earlier termination of this AgreementClosing, upon reasonable prior written notice, the Company Sphinx shall, and shall cause its subsidiaries Subsidiaries to, permit Arion and its authorized agents or Representatives to have reasonable access to the properties, books, records, Contracts and such financial (including working papers) and operating data of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and the Business Employees and other members of management of Sphinx knowledgeable about the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities as Arion may reasonably request, during regular business hours to review information and documentation and ask questions relative to the properties, books, Contracts and other records of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and to conduct any other reasonable investigations; provided that such investigation (x) shall only be upon reasonable notice and shall directnot unreasonably disrupt the personnel and operations of Sphinx or any of its Subsidiaries and (y) shall comply with the reasonable security, data privacy and use its commercially reasonable efforts to cause, its data protection and insurance requirements of Sphinx and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford Subsidiaries. All requests for access to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesoffices, properties, officesbooks and records of Sphinx and its Subsidiaries shall be made to such Representatives of Sphinx as Sphinx shall designate, plants who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Arion nor any of its Affiliates, agents or Representatives acting on its behalf shall contact any of the employees (other facilities and than the individuals set forth on Schedule 6.3 of the Sphinx Disclosure Letter), customers, suppliers or partners of Sphinx or any of its Subsidiaries in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such Representatives of Sphinx (not to all booksbe unreasonably withheld, records and informationconditioned or delayed); provided that, and for the avoidance of doubt, the foregoing shall furnish Parent and the prospective lenders and other parties involved not limit or restrict Arion, its Subsidiaries or Affiliates from communicating with any such Person in the Financing ordinary course of business consistent with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably requestpast practice. 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 neither Sphinx nor any of its subsidiaries Subsidiaries shall be required to (i) provide access to or to disclose information where such access or disclosure would jeopardize reasonably be expected to cause the waiver of any attorney-client privilege of the Company Sphinx or its subsidiaries such Subsidiaries or contravene any Law in any material respect or binding agreement of Sphinx or such Subsidiaries (it provided that Sphinx shall inform Arion as to the general nature of what is being agreed that withheld as a result of the parties foregoing and shall use their commercially its reasonable efforts to cause disclose such information in a way that would not waive such privilege or contravene any applicable Law or binding agreement), (ii) provide access to or disclose any document, communication or information related to the sale process with respect to the Business or any other potential transaction relating to the sale or divestiture of the Business, other than as provided in Section 6.20, (iii) provide access to personnel records of the Business Employees, including records relating to individual performance or evaluation records medical histories or other information that Sphinx believes in good faith is sensitive information relating to personnel or the disclosure of which would reasonably be expected to subject Sphinx or any of its Subsidiaries to risk of liability (provided that Sphinx shall inform Arion as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not result in the sharing of sensitive information or reasonably risk liability) or (iv) provide access to any property of Sphinx or its Subsidiaries for purposes of conducting any invasive subsurface environmental sampling or testing without prior written consent (not to be provided in a manner that does not cause such violation unreasonably withheld, conditioned or jeopardizationdelayed). (b) Each The Parties expressly acknowledge and agree that this Agreement and the other Transaction Documents and their respective terms and all information, whether written or oral, furnished by either Party to the other Party or any Affiliate of Parent and Merger Sub will hold and treat and will cause its officerssuch other Party, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by negotiation of this Agreement in accordance with or the other Transaction Documents or pursuant to this Section 6.3 shall be treated as “Confidential Information” of such Party under that certain Confidentiality Agreement dated September 15, 2016 between the Parties (as amended or modified from time to time, the “Confidentiality Agreement”). (c) Except as otherwise expressly provided in this Agreement or any other Transaction Document, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will Sphinx shall hold and treat and will shall cause its officersSubsidiaries to hold, employeesand shall use its reasonable best efforts to cause its Representatives to hold, auditors in strict confidence and other representatives not to hold and treat disclose, release or use (except as may be necessary to enforce its rights as described in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company clause (iii) below, in connection with the performance of its obligations under this Agreement, the preparation of any Tax Returns required to be filed by it or as set forth in clause (A) of the final proviso of clause (xi) of Appendix A) without the prior written consent of Arion, any and all Confidential Information related to Arion, the Purchased Assets, the Purchased Shares, the Assumed Liabilities and/or the Business; provided that Sphinx may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.3(c) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Sphinx and in respect of whose failure to comply with such obligations Sphinx will be responsible, (ii) if Sphinx, its Subsidiaries or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary information is made pursuant to clause (ii) above, Sphinx shall to the extent practicable and permissible promptly notify Arion of the existence of such request or demand and shall provide Arion a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Arion with respect thereto, at Arion’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Sphinx may disclose such confidential and proprietary information without Liability hereunder, but shall furnish only that portion of such confidential and proprietary information that Sphinx is advised by legal counsel it is legally required to disclose and shall, to the extent requested by Arion, exercise reasonable efforts, at Arion’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.3(c) shall not apply to information to the extent relating to the Excluded Assets, Excluded Liabilities or Sphinx’s or its Subsidiaries’ businesses other than the Business. (d) Except as otherwise expressly provided in this Agreement or any other Transaction Document, Arion shall hold and shall cause its Subsidiaries to hold, and shall use its reasonable best efforts to cause its Representatives to hold, in strict confidence and not to disclose, release or use (except as may be necessary to enforce its rights as described in clause (iii) below, in connection with the performance of its obligations under this Agreement or preparation of any Tax Returns required to be filed by it) without the prior written consent of Sphinx, any and all Confidential Information related to the Excluded Assets, the Excluded Liabilities and/or the businesses of Sphinx (other than the Business); provided, that Arion may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Agreement Section 6.3(d) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Arion and in accordance respect of whose failure to comply with such obligations Arion will be responsible, (ii) if Arion, its Affiliates or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies or (iii) in connection with the Confidentiality Agreementenforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. The Company Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and Parent agree proprietary information is made pursuant to clause (ii) above, Arion shall to the extent practicable and permissible promptly notify Sphinx of the existence of such request or demand and shall provide Sphinx a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Sphinx with respect thereto, at Sphinx’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Arion may disclose such confidential and proprietary information without Liability hereunder, but shall furnish only that portion of such confidential and proprietary information that Arion is advised by legal counsel it is legally required to disclose and shall, to the Confidentiality Agreement extent requested by Sphinx, exercise reasonable efforts, at Sphinx’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.3(d) shall remain in full force and effect in accordance with its termsnot apply to information to the extent relating to the Business, the Purchased Assets, Purchased Shares, Purchased Entities, Purchased Minority Interests or the Assumed Liabilities.

Access to Information; Confidentiality. (a) From Upon reasonable notice, Symetra will, and will cause each of the Symetra Subsidiaries to, afford to Sumitomo and its directors, officers, employees, accountants, auditors, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, “Representatives”) reasonable access during normal business hours to the respective properties, books, records (including Tax records), Contracts, commitments and personnel of Symetra and the Symetra Subsidiaries and will furnish, and will cause to be furnished, as promptly as practicable to Sumitomo and its Representatives (i) a copy of each material report, including all Symetra Statutory Statements, filed or submitted with insurance regulatory authorities after the date of this Agreement and (ii) all other information with respect to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent Symetra and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to Symetra Subsidiaries, as applicable, as Sumitomo or its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Representatives may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each Without limiting the generality of Parent and Merger Sub will hold and treat the foregoing, Symetra will, and will cause its officerseach of the Symetra Subsidiaries to, employees, auditors and other representatives afford to hold and treat in confidence all documents and information concerning the Company Sumitomo and its subsidiaries Representatives reasonable access during normal business hours to the respective properties, books, records (including Tax records), Contracts, commitments and personnel of Symetra and the Symetra Subsidiaries for the purpose of integrating the financing reporting of Symetra and Sumitomo effective as of the Closing Date. (c) Notwithstanding Section 6.04(a), Symetra will not be required to permit any inspection, or to disclose any information, that in the reasonable judgment of Symetra would (i) violate applicable Law, (ii) waive the protection of an attorney-client privilege or other legal privilege (subject to reasonable cooperation between the Parties with respect to entering into appropriate joint defense, community of interest or similar agreements or arrangements with respect to the preservation of such privileges) or (iii) result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality. Without limiting the foregoing, in the event that Symetra does not provide access or information in reliance on the immediately preceding sentence, it will provide notice to Sumitomo that it is withholding such access or information and will use reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. (d) All information furnished pursuant to Parent this Section 6.04 or Merger Sub in connection with the transactions contemplated by otherwise pursuant to this Agreement in accordance with will be subject to the confidentiality agreement dated as of March 10, 2015 between Symetra and Sumitomo (the “Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"”). The Company No investigation pursuant to this Section 6.04 will hold and treat and will cause its officersaffect the representations, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished warranties or conditions to the Company obligations of the Parties contained in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of this Agreement to the Effective Time or and the earlier termination of this Agreement, upon reasonable prior written noticesubject to compliance with applicable Law and the terms of any existing Contracts, the Company Fairmont shall, and shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' their respective officers, directors, employees, auditors independent auditors, accounting advisers and other representatives agents to, afford to Purchaser and to the officers, employees, auditors agents and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable Purchaser such access as Purchaser may reasonably require at all reasonable times times, including for the purpose of facilitating integration business planning, to its their officers, employees, agents, properties, offices, plants and other facilities and to all books, records and informationContracts, and shall furnish Parent and the prospective lenders and other parties involved in the Financing Purchaser with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Purchaser may from time to time reasonably request. Notwithstanding Without limiting the foregoing, any Purchaser and its representatives (including its financing sources) shall, upon reasonable prior notice, have the right to conduct appraisal and environmental and engineering inspections of each of the Properties, provided, that (a) no such investigation or consultation inspections 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law which disrupts in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). normal course of business of Fairmont at the applicable Property, (b) Each any third party consents, if required for such inspections, have been obtained, (c) the costs for such inspections and consents shall be at the sole risk and expense of Parent and Merger Sub will hold and treat and will cause its officersPurchaser, employees, auditors and other representatives (d) a representative of Fairmont is given the opportunity to hold and treat in confidence all documents and information concerning accompany the Company Purchaser and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement representatives, (e) such inspections shall be conducted in accordance with such reasonable requirements imposed by Fairmont from time to time, (f) Purchaser shall have the right to perform only Phase I environmental assessment pursuant to ASTM Standard E 1527-00, and (g) Purchaser shall not be permitted to conduct any Phase II environmental site assessments or audits (including any sampling of any media or material), (h) Purchaser shall promptly repair any damage caused by such inspections, shall indemnify Fairmont for any costs and damages suffered by Fairmont as a result of such inspections and restore and replace as necessary to the same condition as existed prior to such inspections and (i) Purchaser shall remove any Liens which attach to such Property as a result of such inspections. The Purchaser’s obligations under this Section 7.7 shall survive termination or expiry of this Agreement. Purchaser and Fairmont acknowledge and agree that information furnished pursuant to this Section shall be subject to the terms and conditions of the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsAgreements.

Access to Information; Confidentiality. (a) From Subject to applicable Law, during the period from the date of this Agreement to the earlier of the Effective Time or and the earlier termination of this Agreement, upon reasonable prior written advance notice, the Company Paired Entities shall, shall cause its subsidiaries to, and shall directcause each of the Paired Entities Subsidiaries to, and use its commercially reasonable efforts (i) afford to cause, its Parent and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing Representatives reasonable access at all reasonable times during normal business hours, to its officers, employees, (1) their properties, offices, plants and other facilities and to all books, records and informationContracts, and shall (2) the officers and other personnel of the Paired Entities and the Paired Entities Subsidiaries and (ii) permit such inspections as Parent may reasonably require and promptly furnish Parent with such financial and the prospective lenders operating data and other parties involved in information with respect to the Financing with all financialbusiness, operating properties and other data personnel of the Paired Entities and information each Paired Entities Subsidiary as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any ; provided that such investigation or consultation access shall be conducted under the supervision of appropriate personnel of the Paired Entities and in such a manner so as not to unreasonably interfere unreasonably with the normal operation of the business of any of the Paired Entities or operations the Paired Entities Subsidiaries and in accordance with guidelines reasonably necessary in response to or related to COVID-19; provided further that Parent shall not discuss any proposed employment arrangements or equity investments in the Parent or any of the Surviving Corporations or any of their Subsidiaries with the executive officers of the Company or its subsidiaries. Neither Hospitality without the prior written consent of the Company nor and Hospitality; and provided further that the foregoing shall not require the Paired Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Paired Entities would result in the disclosure of any trade secrets of third parties or violate any of its subsidiaries shall be required obligations with respect to provide access to or confidentiality, (ii) to disclose any information where such access of the Paired Entities or disclosure the Paired Entities Subsidiaries that would jeopardize the result in a loss or waiver of attorney-client privilege of the Company privilege, attorney work-product protections or its subsidiaries or contravene any Law in any material respect (other legal privilege, it being agreed that that, in each case of clauses (i) and (ii), the parties Paired Entities and Parent shall use their respective commercially reasonable efforts to cause such information to be provided in a manner that does would not cause reasonably be expected to violate such violation restriction or jeopardization)waive the applicable privilege or protection; provided, further, that neither Parent nor its Representatives shall have the right to take any samples or perform any invasive testing of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material. No investigation under this Section 7.7(a) or otherwise shall affect the representations, warranties, covenants or agreement of the Paired Entities or the conditions to the obligations of the parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder. (b) Each of Parent All such information shall be governed by the terms of, and Merger Sub will Parent, MergerCo 1 and MergerCo 2 and their respective affiliates and Representatives shall hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents such information on the terms contained in, (i) that certain confidentiality agreement by and information concerning among Blackstone Real Estate Services L.L.C. and the Company Paired Entities dated February 10, 2021 and its subsidiaries furnished to Parent or Merger Sub in connection with (ii) that certain confidentiality agreement by and among Starwood Capital Group Global, LLC and the transactions contemplated by this Agreement in accordance with the Paired Entities dated March 10, 2021 (each of clause (i) and (ii), a “Confidentiality Agreement”), dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain which remains in full force and effect in accordance with its terms; provided that Parent and its Representatives may disclose Confidential Information (as defined in the applicable Confidentiality Agreement) subject to the confidentiality restrictions applicable to “Representatives” (as defined in the applicable Confidentiality Agreement) set forth in the applicable Confidentiality Agreement to Parent’s potential Financing Sources as permitted by Section 7.11. (c) During any visit to the business or property sites of any of the Paired Entities or the Paired Entities Subsidiaries, each of Parent, MergerCo 1 and MergerCo 2 shall, and shall cause their respective Representatives accessing such properties to, comply with all applicable Laws and all of the reasonable safety and security procedures of the Paired Entities and the Paired Entities Subsidiaries that are provided to such Representatives. (d) Nothing in this Section 7.7 shall require any of the Paired Entities or the Paired Entities Subsidiaries to permit the inspection of, or to disclose, any Acquisition Proposals (except as required by Section 7.5) or any information regarding or related to the deliberations of the Company Board or the Hospitality Board with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any presentation or other materials prepared by or for, or provided to, the Company Board or the Hospitality Board in connection therewith, including portions of the minutes of the meetings of the Company Board or Hospitality Board (including any presentation or other materials prepared by or for the Company Board or the Hospitality Board) where the Company Board or Hospitality Board discussed the transactions contemplated hereby or any similar transaction involving the sale of the Paired Entities to, or combination with, any other person.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company Cabot shall, and -------------------------------------- shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives each of the Cabot Subsidiaries to, afford to CalWest and the Rooster Subsidiaries and their officers, employees, auditors accountants, counsel, financial advisors and other representatives representatives, reasonable access during normal business hours and upon reasonable advance notice during the period prior to the Merger Effective Time to all of Parent its properties (but not for the purpose of any invasive physical testing), offices, books, contracts, commitments, personnel and records and, during such period, Cabot shall, and shall cause each of the Cabot Subsidiaries to, furnish reasonably promptly to CalWest and its counsel (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws and (b) all other information (financial or otherwise) concerning its business, properties and personnel as CalWest and the prospective lenders CalWest Subsidiaries may reasonably request. Cabot shall also instruct Cabot's employees, counsel and other parties involved financial advisors to cooperate reasonably with CalWest in its investigation of the Financing reasonable access at all reasonable times to business of Cabot and the Cabot Subsidiaries. Each of CalWest and the CalWest Subsidiaries will hold, and will cause its respective officers, employees, propertiesaccountants, officescounsel, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors financial advisors and other representatives and Affiliates to hold and treat hold, any nonpublic information in confidence all documents to the extent required by, and information concerning the Company in accordance with, and its subsidiaries furnished to Parent or Merger Sub in connection will comply with the transactions contemplated by this Agreement in accordance with provisions of the Confidentiality Agreementletter agreement between Cabot and dated as of May 23, dated October 14, 20042001, as amended to date (as so amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.---------------------------

Access to Information; Confidentiality. (a) From Until the date earlier of the Effective Time and the termination of this Agreement pursuant to the Effective Time or the earlier termination of this AgreementArticle VIII, upon reasonable prior written noticenotice and subject to applicable Law, the Company shallshall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall cause its subsidiaries to, (and shall directcause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the extent not publicly available) concerning the business, properties and use its commercially reasonable efforts to cause, its personnel of the Company and its subsidiaries' officersSubsidiaries as may reasonably be requested; provided, directorshowever, employeesthat nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing sole reasonable access discretion of the Company, (a) violate any applicable Law or Order or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (b) jeopardize any attorney-client, other legal privilege or trade secret protection; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, indoor or ambient air, building materials or other environmental medium or other invasive techniques at all reasonable times to its officersany of the properties owned, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees operated or representatives, may from time to time reasonably request. 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 leased by the Company or its subsidiariesSubsidiaries. Neither Notwithstanding anything herein to the contrary, the Company nor any of its subsidiaries shall not be required to provide access or make any disclosure to or Parent pursuant to disclose information where this Section 6.4 to the extent that such access or disclosure would jeopardize the attorney-client privilege of information is reasonably pertinent to a litigation where the Company or any of its subsidiaries Affiliates, on the one hand, and Parent or contravene any Law of its Affiliates, on the other hand, are adverse parties. Notwithstanding anything in any material respect (it being agreed that this Section 6.4 to the parties contrary, the Company shall use their commercially reasonable best efforts to cause obtain any consents of third parties that are necessary to permit such information access or make such disclosure and shall otherwise use reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements pursuant to which certain Representatives of Parent could be provided in a manner access to any such information. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub it will hold and treat not, and will cause its officersRepresentatives and Affiliates (including Acquisition Sub) not to, employees, auditors and use any information obtained pursuant to this Section 6.4 for any competitive or other representatives purpose unrelated to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with consummation of the transactions contemplated by this Agreement in accordance with (which transactions, for the Confidentiality Agreementavoidance of doubt, dated October 14, 2004, as amended, between shall include the Company Merger and Parent (the "Confidentiality Agreement"Equity Financing). The Company will hold Confidentiality Agreement shall apply with respect to information and treat materials furnished by the Company, its Subsidiaries and will cause its the Company’s officers, employees, auditors employees and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished Representatives hereunder and, if this Agreement is terminated prior to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that Effective Time, the Confidentiality Agreement shall remain in full force and effect in accordance with its termsterms prior to giving effect to the execution of this Agreement. (b) The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Parent under this Section 6.4 as “outside counsel only.” Such material and the information contained therein shall be given only to the outside legal counsel of Parent and will not be disclosed by such outside counsel to employees, officers or directors of Parent unless express permission is obtained in advance from the Company or its legal counsel. (c) Prior to the Closing, except as expressly permitted herein, none of Parent and its Affiliates (including Acquisition Sub) or their respective employees, directors, officers, agents or Representatives shall contact or communicate (or encourage others to contact or communicate, or assist others in contacting or communicating) with, directly or indirectly, any Covered Person.

Access to Information; Confidentiality. Seller shall afford to -------------------------------------- Acquiror and its representatives reasonable access (asubject, however, to existing confidentiality and similar non-disclosure obligations) From during normal business hours and upon reasonable notice during the date of this Agreement period prior to the Effective Time or the earlier termination Closing to all of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, Seller's properties, offices, plants books and other facilities and to all books, records and informationpersonnel and, and during such period, Seller shall furnish Parent as promptly as practicable to Acquiror such information (subject, however, to existing confidentiality and similar nondisclosure obligations) concerning the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information Business as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Acquiror may from time to time reasonably request. Notwithstanding the foregoingAcquiror shall hold, and shall cause its representatives and Affiliates to hold, 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 any of its subsidiaries shall be required to provide access to or to disclose nonpublic information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat obtained from Seller in confidence all documents to the extent required by, and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the provisions of, the Confidentiality Agreement. To the extent that Seller or any of its Affiliates incurs any incremental out-of-pocket costs in processing, dated October 14retrieving or transmitting any such information requested by Acquiror pursuant to this Section 8.3, 2004Acquiror ----------- shall reimburse Seller, as amendedfor such costs promptly upon the submission by Seller to Acquiror of an invoice therefor accompanied by supporting documentation in reasonable detail. Prior to the consummation of the Closing, between the Company Acquiror shall hold, and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will shall cause its officersrepresentatives and Affiliates to hold, employees, auditors and other representatives to hold and treat any nonpublic information obtained from Seller in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement extent required by, and in accordance with the provisions of, the Confidentiality Agreement. The Company From and Parent agree that after the Closing, Acquiror shall hold, and shall cause its representatives and Affiliates to hold, any nonpublic information obtained from Seller in confidence to the extent required by, and in accordance with the provisions of, the Confidentiality Agreement shall remain in full force with respect to the Excluded Assets and effect in accordance with its termsany businesses or operations of Parent or any Subsidiary thereof that are not Transferred to Acquiror pursuant to this Agreement.

Access to Information; Confidentiality. (a) From Section 5.5.1 Subject to applicable Law, from the date of this Agreement to the Effective Time or Time, the earlier termination Company and the Operating Partnership shall, and shall cause each Company Subsidiary and each of this Agreementtheir respective Representatives (collectively, “Company Representatives”) to provide to the Purchaser Parties and their respective Representatives (collectively, “Purchaser Representatives”), upon reasonable prior written noticenotice to the Company, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts access during normal business hours to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesagents, properties, offices, plants offices and other facilities facilities, books and to all booksrecords of the Company, records the Operating Partnership and informationthe Company Subsidiaries, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing; provided, however, that (a) any such investigation or consultation access shall be conducted in such a manner as not to interfere unreasonably with the business or operations operation of the business conducted by the Company, the Operating Partnership or any Company Subsidiary; (b) any intrusive environmental tests or its subsidiaries. Neither assessments sought to be performed on the Company nor Properties (including, but not limited to any tests that involve drilling, excavation, or the collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the prior written consent of the Company; (c) the Purchaser Parties or the Purchaser Representatives shall not contact or have any discussions with any of its subsidiaries the landlords/sub-landlords or tenants/subtenants of the Company, the Operating Partnership or the Company Subsidiaries without the prior written consent of the Company; (d) Parent shall be responsible for any damage to any Company Property or any other assets or property of the Company, the Operating Partnership or the Company Subsidiaries caused by the Purchaser Parties or the Purchaser Representatives; and (e) the Company and the Operating Partnership shall not be required to provide (or cause any Company Subsidiary to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any confidentiality or similar agreement to disclose information where which the Company, the Operating Partnership or any Company Subsidiary is a party or the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause result in a breach of such violation agreement or jeopardizationa loss of attorney-client privilege). (b) Each Section 5.5.2 With respect to the information disclosed pursuant to Section 5.5.1, the parties shall comply with, and cause their respective Representatives to comply with, all of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning their obligations under the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreementletter agreement, dated October 14June 20, 20042007, as amended, between entered into by the Company and Parent (as has been or may be amended from time to time, the "“Confidentiality Agreement"”). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeAgreement in accordance with its terms, the Company shall, and shall cause its subsidiaries Subsidiaries, officers, directors and Representatives to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of (a) provide Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesthe offices, properties, offices, plants books and records of the Company and its Subsidiaries and (b) furnish Parent with such financial and operating data and other facilities information with respect to the business and to all books, records properties of the Company and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information its Subsidiaries as Parent and the prospective lenders and other parties involved may reasonably request in the Financingwriting; provided, through its officers, employees that (i) such access or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as information requests do not to unreasonably interfere unreasonably with the business or operations operation of the Company’s and its Subsidiaries’ business, result in any significant interference with the prompt and timely discharge by the employees of the Company or its subsidiaries. Neither the Company nor any Subsidiaries of its subsidiaries their normal duties, and shall be required subject to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect reasonable security measures and insurance requirements, (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (bii) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its subsidiaries furnished Subsidiaries (other than contact or other communications with such customers or suppliers by Parent in the ordinary course of business and not related to Parent or Merger Sub in connection with the transactions contemplated by this Agreement Agreement) unless, in accordance each instance, approved in writing in advance by the Company (such approval not to be unreasonably withheld, conditioned or delayed), (iii) such access shall not require the Company or its Subsidiaries to allow any invasive environmental testing or sampling (which shall require the prior written approval of the Company in its sole and absolute discretion) and (iv) nothing herein shall require the Company or its Subsidiaries to furnish to Parent or its Representatives, or provide Parent or its Representatives with access to, information that legal counsel for the Confidentiality AgreementCompany reasonably determines to (A) give rise to a violation of a Law, dated October 14including, 2004without limitation, as amendedany Antitrust Law, between (B) be subject to an attorney-client or other legal privilege or (C) not be permitted to be provided to Parent or its Representatives under the terms of any Contract; provided, that the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in foregoing clause (iv), including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (iv) (C) of this Section 5.04, obtaining a waiver with respect to or consent under such contractual confidentiality obligations. Parent acknowledges that the information and access provided pursuant to this Section 5.04 shall be subject to the terms and conditions of the letter agreement executed on August 11, 2024, by the Company and Parent (the "“Confidentiality Agreement"”). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the which Confidentiality Agreement shall remain in full force and effect in accordance with its termsterms and shall survive any termination of this Agreement. All requests for access or information pursuant to this Section 5.04 shall be made through the Chief Financial Officer of the Company or such Person as he shall designate.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeTime, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its cause each Company Subsidiary and its subsidiaries' officers, each of their respective directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives of representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and the prospective lenders and other parties involved in the Financing Parent Representatives reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or operations any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, properties, offices and other facilities of the Company or its subsidiaries. Neither and the Company nor any Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of its subsidiaries the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to provide access to (or to disclose cause any Company Subsidiary to) afford such access or furnish such information where to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such violation or jeopardizationParent Representatives pursuant to this Section 5.5(a). (b) Each With respect to the information disclosed pursuant to Section 5.5(a), Parent shall comply with, and shall cause each Parent Subsidiary and each Parent Representative to comply with, all of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with their respective obligations under the Confidentiality Agreement, dated October 14February 24, 20042012, as amended, by and between the Company and Parent (the "“Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement ”) which shall remain in full force and effect until the Closing and, if this Agreement is terminated, such Confidentiality Agreement shall continue in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Time or the earlier termination of this Agreementapplicable Law, upon reasonable prior written notice, the Company shall, shall Geokinetics will provide and will cause its subsidiaries to, Geokinetics’ Subsidiaries and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, their respective directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives of Parent (collectively, “Representatives”) to provide Sellers and their authorized Representatives, during normal business hours and upon reasonable advance notice, access to the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officersoffices, employees, properties, books and records of Geokinetics and its Subsidiaries (so long as such access does not unreasonably interfere with the operations of Geokinetics) as Sellers may reasonably request. Subject to applicable Law, Sellers will provide and will cause the Purchased Entities and their respective Representatives to provide Geokinetics and its authorized Representatives, during normal business hours and upon reasonable advance notice, access to the offices, plants employees, properties, books and other facilities and records of each Business Owning Entity related to all booksthe Business (so long as such access does not unreasonably interfere with the operations of a Business Owning Entity or the Business) as Geokinetics may reasonably request. With respect to any information disclosed pursuant to this Section 5.3, records and informationeach of the parties shall comply with, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any cause each of its subsidiaries Representatives to comply with, all of its obligations under the Confidentiality and Nondisclosure Agreement, dated February 27, 2008, previously executed by Geokinetics and PGS Onshore, Inc. (the “Confidentiality Agreement”). No party shall be required to provide access to or to disclose any information where such access or disclosure would jeopardize the any attorney-client privilege of the Company such party or its subsidiaries any Subsidiary of such party or contravene any Contract or Law in any material respect (it being agreed that the parties shall use their commercially respective reasonable best efforts to cause such information to be provided in a manner that does would not cause result in such violation jeopardy or jeopardizationcontravention). (b) Each of Parent From and Merger Sub will hold after the Closing, the Sellers and treat the Purchasers shall, and will shall cause its officersthe Business Owning Entities to, employees, auditors furnish each other with such financial and operating data and other representatives information with respect to hold and treat the Business as either Sellers or Purchasers may from time to time reasonably request, in confidence all documents and information concerning each case (A) to comply with reporting, disclosure, filing or other requirements imposed on the Company and its subsidiaries furnished Sellers or Purchasers (including under applicable securities Laws), (B) for use in any Legal Action or assessment or in order to Parent satisfy audit, accounting, claims, regulatory, litigation, subpoena or Merger Sub in connection other similar requirements or (C) to comply with the transactions contemplated by obligations of the Sellers or Purchasers under this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004or any Ancillary Agreements, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termscase may be.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the The Company shall, and the Company shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives the Subsidiaries to, afford the officersto Purchaser and its accountants, employeescounsel, auditors financial advisors and other representatives of Parent representatives, and the to prospective lenders and other parties involved financing sources and each of their respective representatives, full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the Financing reasonable access at all reasonable times possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to its officersthe Company’s or any of the Subsidiaries’ systems of internal control), employeesContracts and records of the Company and the Subsidiaries to the extent necessary to enable Purchaser to make a thorough investigation of the Company’s business, properties, officesassets and operations, plants and, during such period, shall furnish promptly such information concerning the businesses, properties and other facilities personnel of the Company and the Subsidiaries as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations or interfere with the conduct of its business. Prior to the Closing, the Company shall generally keep Purchaser informed as to all booksmaterial matters involving the operations and businesses of the Company and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, records managers and informationemployees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with representatives of Purchaser and shall furnish Parent and the its prospective lenders and other parties involved in the Financing with all financialfinancial sources. All nonpublic information provided to, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financingor obtained by, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub Purchaser in connection with the transactions contemplated by this Agreement in accordance with hereby shall be “Information” for purposes of the Confidentiality AgreementAgreement dated February 25, dated October 142009 among Purchaser, 2004, as amended, between the Company and Parent the Selling Stockholders (the "“Confidentiality Agreement"”). The Company will hold , the terms of which shall continue in force until the Closing; provided that Purchaser and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. If the parties hereto shall fail to consummate the transactions contemplated by this Agreement in accordance with hereby, the Confidentiality Agreement. The Company and Parent agree that terms of the Confidentiality Agreement shall shall, notwithstanding any contrary term thereof, remain in full force and effect in accordance for a period of two (2) years from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and representatives, prospective lenders and other financial sources shall comply with its termsall of the Company’s regulations made known to them when present at the Company’s facilities.

Access to Information; Confidentiality. (a) From the date of this Agreement Upon reasonable notice and subject to applicable Laws relating to the Effective Time or exchange of information, each of the earlier termination of this AgreementMLP Entities and GP Holdings will (i) afford Parent and its Representatives reasonable access (and, upon reasonable prior written noticewith respect to books and records, the Company shallright to copy), shall cause its subsidiaries toduring normal business hours, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the their respective officers, employees, auditors agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and records and other representatives of information reasonably requested by Parent and (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesbusiness, properties, offices, plants facilities, Contracts, Tax Returns, Permits, assets and liabilities of the MLP Group Entities as Parent or its Representatives reasonably request, (iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as Parent may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent (which, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent) and (v) reasonably cooperate with Parent and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other facilities and to all books, records and information, and shall furnish Parent and key business relations of the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information MLP Group Entities as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing; provided, any however, that such investigation or consultation access shall be conducted in such provided on a manner as not basis that minimizes the disruption to interfere unreasonably with the business or operations of the Company MLP Entities and in no event, shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the MLP Entities (after consultation with its subsidiaries. Neither outside legal counsel) would (A) result in the Company nor disclosure of any trade secrets of third parties or violate any of its subsidiaries shall be required obligations with respect to provide access confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws or (ii) to disclose any privileged information where of the MLP Group Entities to the extent such access or disclosure would jeopardize result in the attorney-client loss of such privilege of the Company or its subsidiaries or contravene any Law (in any material respect (each case, it being agreed that the parties MLP Entities shall give notice to Parent of the fact that it is withholding such access or information and thereafter the MLP Entities shall use their commercially respective reasonable best efforts to cause such information access or information, as applicable, to be provided provided, or made available, in a manner that does would not reasonably be expected to cause such a disclosure, violation or jeopardizationwaiver). (b) Each The MLP Entities and GP Holdings will furnish promptly to the Parent Entities, and the Parent Entities will furnish promptly to the MLP Entities and GP Holdings (i) a copy of each report, schedule and other document filed or submitted by any of them pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by any of them from the SEC concerning compliance with securities Laws and (ii) all other information concerning their and their respective Subsidiaries’ business, properties and personnel as the Parent Entities or MLP Entities and GP Holdings, as the case may be, may reasonably request, provided, however, that, notwithstanding anything to the contrary herein and notwithstanding any right to information under Law (to the extent such right under Law can be waived), except as specifically provided in Section 6.18, none of the MLP Group Entities or GP Holdings or any of their respective Affiliates or holders of Equity Interests shall have the right at any time to examine the Tax Returns, Tax work papers, financial statements or books and records of the Parent, Merger Sub or their respective Affiliates for any purpose. (c) Except for disclosures permitted by the terms of the Nondisclosure Agreement, dated April 9, 2014, between Parent and Merger Sub MLP (as it may be amended from time to time, the “Confidentiality Agreement”), Parent and its Representatives will hold and treat and will cause its officers, employees, auditors and other representatives information received from the MLP Entities pursuant to hold and treat this Section 6.7 in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with terms of the Confidentiality Agreement. The Company . (d) No investigation, or information received, pursuant to this Section 6.7 will modify any of the representations and Parent agree that warranties of the Confidentiality Agreement shall remain in full force and effect in accordance with its termsParties.

Access to Information; Confidentiality. (ai) From Until the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeClosing, the Company shallCompanies will furnish, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its Buyer and its subsidiaries' employees, officers, directorsaccountants, employeesattorneys, auditors agents, investment bankers and other authorized representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information concerning the assets, commitments and properties of each of the Companies as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may Buyer shall from time to time reasonably request. Notwithstanding request and will afford Buyer reasonable access to the foregoingoffices, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations properties, books, records, contracts and documents of the Company or its subsidiariesCompanies and will be given the opportunity to ask questions of, and receive answers from, representatives of each of the Companies and the PURCHASE AND SALE AGREEMENT Companies customers, vendors, counsel and advisors. Neither the Company nor any As part of its subsidiaries investigation, Buyer shall have the right to conduct environmental assessments of the Companies’ properties as it deems appropriate. The Companies and the Sellers will cooperate with Buyer in the preparation of any documents or other materials that may be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene by any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)Governmental Entity. (bii) Each of Parent The Company, Sellers and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with Buyer agree that the Confidentiality Agreement, dated October 14as of February 28, 2004, as amended2011 (the “Confidentiality Agreement”), between the Company Companies and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement Buyer shall remain in full force and effect effect; provided, that the Companies and the Sellers hereby consent to Buyer and its representatives contacting, and engaging in discussions and conducting its due diligence investigation with employees, customers and suppliers of the Companies regarding the fact that Buyer has obtained Information (as defined in the Confidentiality Agreement) and that Buyer is engaged in evaluation and due diligence activities concerning this Agreement and the Transactions. (iii) Each Seller 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 Buyer in connection with the Transactions except (A) as required by Law or any legal proceeding; (B) for disclosure to officers, managers, employees and representatives of such party as necessary in connection with the Transactions or as necessary to the operation of such party’s business; and (C) for information that becomes publicly available other than through such party. If the Transactions are not consummated, each party hereto (x) 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 (y) 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. Notwithstanding the foregoing, each party and its representatives (I) may retain one set of the confidential information to the extent required to comply with Law or governmental regulations and (II) will not be obligated to erase any confidential information that is contained in an archived computer system backup in accordance with its termssuch party’s security and/or disaster recovery procedures; provided, however, that any such information retained under this paragraph shall continue to be subject to the terms of this Agreement.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its Subsidiaries to, provide Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the date period prior to the earlier of the Effective Time and the termination of this Agreement to all of the Effective Time or Company’s and its Subsidiaries’ properties, books and records and to those employees of the earlier termination of this AgreementCompany and its Subsidiaries, upon reasonable prior written noticeas applicable, to whom such persons reasonably request access, and, during such period, the Company shall, and its Subsidiaries shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts furnish as promptly as practicable to cause, such persons all information concerning its and its subsidiaries' officersSubsidiaries’ business, directors, employees, auditors properties and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, such persons may from time to time reasonably request. 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 neither the Company nor any of its subsidiaries Subsidiaries shall be required to provide access to or to disclose information where if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its subsidiaries Subsidiaries, as applicable, or contravene any Law to which the Company or any of its Subsidiaries, as applicable, is subject or a party; provided, that in any material respect (it being agreed that such case, the parties Company shall use their commercially reasonable efforts to cause provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of March 17, 2022, between Intercontinental Exchange Holdings, Inc. and the Company (as such agreement may be provided in a manner that does not amended or supplemented from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall hold, and shall cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its their respective officers, employees, auditors accountants, counsel, financial advisors and other representatives Representatives to hold and treat hold, all information received from the other party or its Representatives, directly or indirectly, in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement No information or knowledge obtained by any person in any investigation pursuant to this Section 5.02 shall remain in full force and effect in accordance with its termsaffect or be deemed to modify any representation or warranty made by any party hereto.

Access to Information; Confidentiality. (a) From The Company shall afford to the date of this Agreement Sponsor Entities, and to the Sponsor Entities’ officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the earlier termination of this AgreementAgreement to all of its and its Subsidiaries’ properties, upon reasonable prior written noticebooks and records, financial and operating data and other information, to those employees of the Company to whom any Sponsor Entity reasonably requests access, and, during such period, the Company shallshall furnish, shall cause its subsidiaries toas promptly as practicable, and shall direct, and use its commercially reasonable efforts to cause, each Sponsor Entity all information concerning its and its subsidiaries' officersSubsidiaries’ business, directorsproperties and personnel as such Sponsor Entity may reasonably request (it being agreed, employeeshowever, auditors and other representatives to, afford that the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times foregoing shall not permit any Sponsor Entity or any such Representatives to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees conduct any environmental testing or representatives, may from time to time reasonably requestsampling). 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 neither the Company nor any of its subsidiaries Subsidiaries shall be required to provide access to or to disclose information where the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its subsidiaries Subsidiaries or contravene any Law in or any material respect Contract to which the Company or any of its Subsidiaries is a party (it being agreed that the parties shall use their commercially reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization, provided, however, that none of the parties hereto nor any of their Affiliates shall be required to make monetary payments in connection with the foregoing). . Except for disclosures expressly permitted by the terms of (a) the confidentiality letter agreement dated as of May 3, 2006, between Bxxx Capital Partners, LLC and the Company and (b) Each of Parent the confidentiality letter agreement dated May 3, 2006, between Blackstone Management Partners V, LLC (together, as such agreements may be amended from time to time, the “Confidentiality Agreements”) and Merger Sub will hold except for disclosure by the Sponsor Entities reasonably necessary to comply with customary practice in connection with obtaining the Debt Financing, the Sponsor Entities shall hold, and treat and will shall cause its their respective officers, employees, auditors accountants, counsel, financial advisors and other representatives Representatives to hold and treat hold, all information received, directly or indirectly, from the Company or its Representatives in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsAgreements.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to applicable laws, Seller, for the purposes of enabling Buyer to verify the representations and warranties of Seller and to prepare for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of its Subsidiaries to, subject to Section 9.14, afford to the officers, employees, accountants, counsel, advisors and other representatives of Buyer, access, during normal business hours during the period from the date of this Agreement to the Effective Time, to all of Seller’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Buyer. Seller shall cooperate with Buyer in preparing to execute after the Effective Time the conversion or the earlier termination consolidation of this Agreementsystems, upon reasonable prior written noticeincluding, but not limited to, the Company conversion of Seller Bank’s data processing and related electronic informational systems to those used by Buyer, and business operations generally, and, during such period, Seller shall, and shall cause its subsidiaries Subsidiaries to, and shall directpromptly make available to Buyer (i) a copy of each report, and use its commercially reasonable efforts to causeschedule, its and its subsidiaries' officers, directors, employees, auditors registration statement and other representatives todocument filed or received by Buyer during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which Seller is not permitted to disclose under applicable law) and (ii) all other information concerning Seller’s business, afford the officers, employees, auditors properties and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Buyer may from time to time reasonably request. 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 Seller nor any of its subsidiaries Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Seller’s customers, jeopardize the attorney-client privilege of the Company institution in possession or its subsidiaries control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller will make appropriate substitute disclosure arrangements under circumstances in any material respect (it being agreed that which the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)restrictions of the preceding sentence apply. (b) Each Seller shall promptly (and in any event, not later than two (2) business days after first delivered or made available to the Boards of Parent Directors of Seller and Merger Sub will hold Seller Bank) provide (or cause to be provided) to Buyer copies of any regularly prepared materials for the Boards of Directors of Seller and treat and will cause its officersSeller Bank, employees, auditors including monthly financial statements and other representatives regular monthly reports so provided to hold the Boards of Directors of Seller and treat in confidence all documents Seller Bank; provided that the Seller and information concerning Seller Bank may redact (i) board and committee minutes that discuss the Company and its subsidiaries furnished to Parent Merger or Merger Sub in connection with the transactions other matters contemplated by this Agreement or any other subject matter Seller reasonably determines should be treated as confidential, (ii) any information prior to providing such materials to Buyer to the extent that any such information is subject to the attorney-client privilege or work product doctrine and (iii) any non-confidential supervisory information. (c) Buyer shall hold all information furnished by or on behalf of Seller or its representatives pursuant to Sections 6.2(a) and 6.2(b) in confidence to the extent required by, and in accordance with with, the provisions of the confidentiality agreement, dated August 29, 2019, between Buyer and Seller and the confidentiality agreement, dated September 23, 2019, between Buyer and Seller (collectively, the “Confidentiality Agreement”). (d) In addition to all documents referenced in this Section 6.2, dated October 14Seller agrees to maintain, 2004in the ordinary course of business consistent with recent past practice, as amended, between the Company and Parent all electronic records (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent including e-mails) of Seller and its subsidiaries furnished Subsidiaries and their respective directors, officers and employees in effect as of the date of this Agreement. (e) No investigation (or discovery or receipt of information) by any party hereto or their respective representatives shall affect or be deemed to modify or waive any representation, warranty, covenant or other agreement of the Company in connection with other parties set forth herein or the conditions to any party’s obligation to consummate the transactions contemplated by hereby. Nothing contained in this Agreement in accordance shall give any party hereto, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the Confidentiality terms and conditions of this Agreement. The Company , complete control and Parent agree that the Confidentiality Agreement shall remain in full force supervision over its and effect in accordance with its termsaffiliates’ and subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time or the earlier termination of this AgreementClosing, upon reasonable prior written noticenotice and subject to applicable Laws relating to the exchange of information, the Company shall, and shall cause its subsidiaries to, afford to the Representatives of Parent and shall directMerger Sub, during normal business hours and use in a manner as to not interfere with the normal operation of the Company and its commercially subsidiaries during the period prior to the Closing Date, reasonable efforts access to cause, its the Company’s and its subsidiaries' officers’ properties, books, Contracts, commitments, Tax Returns and records, and to their directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, counsel and other representatives Representatives and, during such period, the Company shall, and shall cause its subsidiaries to, make available to Parent and Merger Sub such information concerning their businesses, properties and personnel, in each case as Parent and Merger Sub may reasonably request to effect the consummation of the transactions contemplated by this Agreement; provided, however, that such right shall not apply to information subject to an attorney-client privilege (it being understood that the parties shall, and shall cause their respective Affiliates to, use reasonable best efforts to enable such information to be furnished or made available to the requesting party or its Representatives without jeopardizing attorney-client privilege, including by entering into a customary joint defense agreement or common interest agreement with the requesting party to the extent such an agreement would preserve the applicable privilege). The Company shall have the right to have one or more of its Representatives present at all times during any such reviews, examinations or discussions. (b) Prior to the Closing, (i) any information provided to or obtained by Parent or Merger Sub pursuant to this Section 5.2 or any other provision of this Agreement will be subject to the Confidentiality Agreement and shall be held by Parent and Merger Sub in accordance with and be subject to the terms and conditions of the Confidentiality Agreement and (ii) each of Parent and Merger Sub agree to be bound by and comply with the prospective lenders and other parties involved provisions set forth in the Financing reasonable access at all reasonable times Confidentiality Agreement as if such provisions were set forth herein, which provisions are hereby incorporated herein by reference. (c) From and after the Closing, subject to its officersthe execution of a mutually agreed non-disclosure agreement on customary terms, employees, properties, offices, plants and other facilities and in connection with any necessary business purpose relating to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in Shareholders’ ownership of the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 shares of the Company or its subsidiaries. Neither the Company nor their, or any of its subsidiaries shall be required to provide access to their Affiliates’, status as a current or to disclose information where such access former officer, director or disclosure would jeopardize the attorney-client privilege shareholder of the Company or any of its subsidiaries, including preparation of governmental or regulatory reporting obligations, or the resolution of any claims made against or incurred by the Shareholders in respect of periods prior to the Closing, for a period of seven (7) years (or such longer period as may be required by applicable Laws) after the Closing, Parent shall cause the Surviving Company and its subsidiaries or contravene any Law to (i) retain the books and records relating to the Surviving Company and its subsidiaries with respect to periods prior to the Closing in any material respect a manner reasonably consistent with the prior practice of the Company and its subsidiaries and (ii) upon reasonable advance notice and, subject to applicable Laws relating to the exchange of information (it being agreed that Parent shall cause the Surviving Company and its subsidiaries to make reasonable and appropriate substitute disclosure arrangements under circumstances in which such Laws apply), Parent and the Surviving Company shall, and shall cause each of the Surviving Company’s subsidiaries to, afford to the Shareholders and their respective Representatives, during normal business hours following the Closing Date, and in a manner as to not unreasonably interfere with the normal operation of the Surviving Company and its subsidiaries, reasonable access to the Surviving Company’s and each of its subsidiaries’ properties, books, Contracts and records, and to their officers, employees, accountants, counsel and other representatives and, during such periods the Surviving Company shall, and shall cause its subsidiaries to, make available to the Shareholders all information concerning their businesses, properties and personnel as they may reasonably request for the purposes described above; provided, however, that such right shall not (x) apply to information subject to an attorney-client privilege (it being understood that the parties shall, and shall cause their respective Affiliates to, use their commercially reasonable best efforts to cause enable such information to be provided furnished or made available to the requesting party or its Representatives without jeopardizing attorney-client privilege, including by entering into a customary joint defense agreement or common interest agreement with the requesting party to the extent such an agreement would preserve the applicable privilege) or (y) cause the Surviving Company or any of its subsidiaries to violate any applicable legal or confidentiality obligations (it being further agreed that the parties will work in good faith to allow for such disclosure or access in a manner that does not cause such violation or jeopardizationresult in the events set out in clauses (x) and (y)). (bd) Each of Parent and Merger Sub will hold and treat and will cause its officersAt least five (5) Business Days but not more than ten (10) Business Days prior to the Closing Date, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished shall deliver to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between an updated Section 3.5(b) of the Company and Parent (Disclosure Schedule as of the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished date of delivery of such schedule that includes the Company’s good faith estimate of such schedule as of immediately prior to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsClosing.

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticein accordance with its terms, the Company shall, and shall cause its subsidiaries to, the Company Subsidiary and shall direct, the Representatives of the Company and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives the Company Subsidiary to, afford Parent, Merger Sub, and Parent’s and Merger Sub’s third party financing sources with respect to any Acquisition Financing and their respective Representatives reasonable access during normal working hours upon reasonable advance notice to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officersagents, employeesassets, properties, offices, plants and other facilities facilities, books and to all books, records of the Company and information, the Company Subsidiary and shall furnish Parent and the prospective lenders and other parties involved in the Financing Merger Sub with all such financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the FinancingParent, Merger Sub or Parent’s or Merger Sub’s third party financing sources, whether directly or through its officers, employees or representativestheir Representatives, may from time to time reasonably request. Notwithstanding . (b) Any investigation conducted pursuant to the foregoing, any such investigation or consultation access contemplated by this Section 6.04 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each unreasonably interfere with the conduct of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the business of the Company and its subsidiaries furnished the Company Subsidiary or damage or destroy any property or assets of the Company or the Company Subsidiary. All information obtained by Parent, Merger Sub or their respective third party financing sources pursuant to this Section 6.04 shall be held confidential in accordance with the Mutual Non-Disclosure Agreement, entered into on or about August 22, 2012 (the “NDA”), between X.X. Xxxxxx & Company, Inc., an Affiliate of Parent, and the Company; provided that nothing herein or in the NDA shall prevent Parent or Merger Sub or their respective third party financing sources from using all information obtained pursuant to this Section 6.04 as necessary and appropriate to consummate any Acquisition Financing. Parent shall inform the Company of the identity of any lead third party financing source that has been provided confidential information by Parent or Merger Sub in connection accordance with this Section 6.04. (c) After the date hereof, Parent and the Company shall cooperate to establish a mechanism acceptable to both parties by which Parent will be permitted, prior to the Effective Time or the Termination Date, as the case may be, and subject to applicable Law, to communicate directly with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsemployees regarding employee related matters.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time or the earlier termination of this AgreementTime, upon reasonable prior written noticeexcept as otherwise prohibited by applicable Law, the terms of any Contract to which the Company shall, shall cause its subsidiaries to, and shall direct, and use or any Subsidiary is a party (provided that the Company has used its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and obtain the consent of such other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times party to its officers, employees, properties, offices, plants and other facilities and such Contract or establish a workaround to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information such prohibition) or as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time would be reasonably expected to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize violate the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect Subsidiary (it being agreed that the parties shall use their commercially reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardizationviolation). (b) Each of , the Company shall, and shall cause the Company Subsidiaries to, afford to Parent and Merger Sub will hold and treat and will cause its officersdirectors, employees, auditors representatives, financial advisors, lenders, legal counsel, accountants and other representatives advisors and representatives, such access to hold the books and treat in confidence all documents records, financial, operating and information concerning other data, assets, properties, facilities, plants, offices, auditors, authorized representatives, business and operations of the Company and its subsidiaries furnished to as is reasonably requested by Parent or Merger Sub in connection with the transactions contemplated hereby. Any investigation and examination by Parent shall be conducted at reasonable times upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. In order that Parent may have a full opportunity to make such investigation and, provided such persons are bound by the Confidentiality Agreement, or have otherwise agreed to be bound by the provisions of such agreement applicable to representatives, the Company shall furnish the representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company in the Company’s possession as such representatives may reasonably request. The information and documents provided pursuant to this Agreement Section 7.3 shall be kept confidential and otherwise held in accordance with the terms of the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement which shall remain in full force and effect in accordance with its termsnotwithstanding the execution and delivery or termination of this Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time or Closing Date, Sellers shall cause the earlier termination of this Agreement, Transferred Companies to afford to Buyer and its Representatives reasonable access upon reasonable prior written noticenotice at reasonable times during normal business hours to all of the properties, books, Contracts, employees and records of the Company shallTransferred Companies and, during such period, Sellers shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts the Transferred Companies to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford furnish to Buyer such information concerning the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesbusiness, properties, officesfinancial condition, plants operations and other facilities and to all books, records and information, and shall furnish Parent senior personnel of the Transferred Companies and the prospective lenders and other parties involved in status of the Financing with all financialALNY Sale or ALNY Transfer, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financingapplicable, through its officers, employees or representatives, as Buyer may from time to time reasonably request. Notwithstanding the foregoing, other than any such investigation properties, books, Contracts, records and information that (i) are subject to an attorney-client or consultation other legal privilege that might be impaired by such disclosure; provided that, Sellers will use their respective commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such properties, books, Contracts, records and information as necessary to permit disclosure to Buyer and Buyer’s Representatives, or (ii) that are related primarily or exclusively to the business to be recaptured by or reinsured to any Affiliate of the Company as part of the Pre-Sale Transactions. All requests for access or information pursuant to this Section 5.2(a) shall be conducted directed to such Person or Persons as Sellers 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 made available to them pursuant to this Section 5.2(a). (b) Following the Closing Date, Sellers shall, and shall cause their respective Affiliates to: (i) allow Buyer, upon reasonable prior notice and during normal business hours, through its employees and Representatives, the right, at Buyer’s expense, to examine and make copies of any records retained by Sellers or any of their respective Affiliates required for the preparation or examination of Buyer’s Tax Returns, regulatory filings and financial statements, but only to the extent that such records of Sellers relate to the Company Business; (ii) allow Buyer to interview Sellers’ employees solely in connection with the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Company Business, or the conduct of any regulatory, customer or other dispute resolution process; and (iii) maintain such a manner as records for Buyer’s examination and copying until at least the seventh anniversary of the Closing Date, after which anniversary Sellers may destroy such records in their discretion after giving reasonable prior written notice to Buyer of their intent to destroy such documents, provided, that Sellers and their respective Affiliates shall have no obligation to maintain or retain any Books and Records to the extent that electronic or paper copies or originals of such Books and Records are delivered to Buyer or any of its Affiliates (including the Transferred Companies) at or prior to the Closing. Access to such employees and records shall not to unreasonably interfere unreasonably with the business or operations of the Company Sellers or its subsidiaries. Neither the Company their respective Affiliates; provided that in each of (i)-(iii) above, neither Seller nor any of its subsidiaries their respective Affiliates shall be required to provide access to any Books and Records related to litigation between Buyer or any Seller or any of their respective Affiliates relating to disclose this Agreement or the transactions contemplated hereby. (c) From and after the Closing: (i) Sellers shall, and shall cause their respective Affiliates and Representatives to, maintain in confidence any confidential information where such access to the extent relating to any of the Transferred Companies or disclosure would jeopardize the attorney-client privilege Company Business obtained by virtue of Sellers’ and their respective Affiliates’ ownership of the Company Business prior to the Closing; and (ii) Buyer shall, and shall cause its Affiliates and representatives to, maintain in confidence any confidential information of or relating to Sellers or their respective Affiliates or their respective businesses (other than information relating to the Company Business) and any Privileged Deal Communications that intentionally or inadvertently come into possession of the Transferred 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(c) shall not apply to the extent that (A) any such information is or becomes generally available to the public other than as a result of disclosure by Sellers or their respective Affiliates (in the case of clause (i)) or Buyer or its subsidiaries Affiliates (in the case of clause (ii)) or contravene any Law of their respective Representatives, in violation of this Section 5.2(c), (B) any such information is required by Applicable Law, stock exchange rules or a Governmental Entity to be disclosed; after prior notice has been given to Sellers (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), (C) any such information becomes available to either Seller or their respective 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 a confidentiality agreement with respect to such information or is not otherwise obligated to keep such information confidential or (D) any such information is reasonably necessary to be disclosed in connection with any Action or in any material dispute with respect (it being agreed to this 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 provide the parties shall use their commercially reasonable efforts other party with prompt prior written notice of such requirement and reasonably cooperate with the other 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 provided in a manner disclosed. In the event that does such protective order or other similar remedy is not cause obtained, the party required to make such violation disclosure or jeopardization). (b) 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 of Parent and Merger Sub will hold and treat and will cause party shall instruct its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company Affiliates and its subsidiaries furnished and their respective Representatives having access to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and such confidential information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsof such obligation of confidentiality.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective Time or the earlier termination of this AgreementTime, upon reasonable prior written notice, and subject to applicable law, the Company (i) shall, and shall cause its subsidiaries tosubsidiaries, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors directors and other representatives employees to, afford the officers, employees, auditors counsel, accountants, financial representatives and other authorized representatives (the "Representatives") of Parent and representatives of the financial institutions providing financing and their counsel, accountants and other representatives (collectively, the 34 28 "Financing Representatives") and Representatives of any Person which has entered into an agreement with Parent with respect to purchasing certain assets and subsidiaries of the Company from Parent after consummation of the Merger (such Representatives, the "TP Representatives" and the prospective lenders transaction contemplated by such agreement, the "Subsequent Transaction") reasonable access, during normal business hours, to their respective properties, books, contracts and records and, during such period, shall furnish promptly to Parent all information concerning their respective businesses, properties and personnel as may reasonably be requested in connection with the transactions contemplated by this Agreement, including the financing and the Subsequent Transactions; (ii) subject to applicable law relating to the exchange of information, furnish and cause its subsidiaries to furnish, to Parent, Parent's Representatives, the Financing Representatives and the TP Representatives such financial and operating data and other parties involved information relating to the Company or any of its subsidiaries as such persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of the Company and its subsidiaries to cooperate with Parent, Parent's Representatives, the Financing Representatives and the TP Representatives in connection with the foregoing; provided that the foregoing shall not require any such entity to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other disclosure of any trade secrets of third parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, violate any such entity's obligations with respect to confidentiality if such entity shall have attempted to obtain the consent of such third party to such inspection or disclosure. Any investigation or consultation pursuant to this Section shall be conducted in such a manner as to not to unreasonably interfere unreasonably with the conduct of the business or operations of the Company or its subsidiaries. Neither No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company nor any of its subsidiaries Company. All requests for information made pursuant to this Section 6.4 shall be required directed to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege an executive officer of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to Person as may be provided in a manner that does not cause designated by such violation or jeopardization)officers. (b) The Company acknowledges that Parent may need to cause an information memoranda to be prepared and used in connection with consummation of certain financing transactions, and agrees to use its reasonable best efforts to furnish Parent with reasonable access to, and to cause the cooperation of, all personnel reasonably requested by Parent to assist in arranging, consummating and obtaining any such financing, and using its reasonable best efforts to cause its management to participate in such meetings with third parties as Parent may reasonably request; provided that Parent shall provide the Company with drafts of any such information memoranda reasonably in advance of any proposed circulation thereof. In addition, the Company agrees to (i) request its accountants, at Parent's request and expense, to consent to the inclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda relating to such financing and (ii) at the reasonable request of Parent, (A) enter into such agreements and use reasonable best efforts to deliver such officers certificates and opinions as are customary in such a financing and as are, in the good faith determination of the persons executing such certificates or opinions, accurate and (B) pledge, grant security interests in and otherwise grant liens on its assets pursuant to such agreements; provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time. (c) Each of Parent and Merger Sub Purchaser will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub Purchaser in connection with the transactions contemplated by in this Agreement in accordance with the Confidentiality Agreement, dated October 14June 28, 2004, as amended2000, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officersReed Xxxevier 35 29 PLC, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Time or Agreement, dated as of December 12, 2006 between Vulcan and Florida Rock (the earlier termination of this “Confidentiality Agreement”), and subject to applicable law, upon reasonable prior written notice, the Company Florida Rock shall, and shall cause its subsidiaries to, afford to Vulcan and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, counsel, financial advisors and other representatives of Parent Vulcan, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and the prospective lenders records and, during such period, Florida Rock shall, and shall cause each of its subsidiaries to, furnish promptly to Vulcan (a) a copy of each material report, schedule, registration statement and other parties involved in document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as Vulcan may reasonably request. Subject to the Financing reasonable access at all reasonable times Confidentiality Agreement, and subject to applicable law, Vulcan shall, and shall cause its subsidiaries to, afford to Florida Rock and to the officers, employees, propertiesaccountants, officescounsel, plants financial advisors and other facilities and representatives of Vulcan, reasonable access during the period prior to the Effective Time to all booksinformation concerning its business, records properties and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Florida Rock may from time to time reasonably request. Notwithstanding the foregoingNo review pursuant to this Section 5.2 shall affect any representation or warranty given by Florida Rock to Vulcan. Vulcan and Florida Rock will hold, and will 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 Any such investigation or consultation pursuant to this Section 5.2 shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Vulcan or Florida Rock, as the Company or its subsidiariescase may be. Neither the Company party nor any of its subsidiaries Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the Company institution in possession or its subsidiaries control of such information or contravene any Law in any material respect (it being agreed that law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date hereof. To the extent practicable, the parties shall use their commercially reasonable efforts to cause such information to be provided will make appropriate substitute disclosure arrangements under circumstances in a manner that does not cause such violation or jeopardization)which the restrictions of the preceding sentence apply. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Between the date of this Agreement to and the Effective Time or the earlier termination of this AgreementTime, upon reasonable prior written notice, notice the Company shallshall (i) give Parent, shall cause its subsidiaries to, Merger Sub and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the their respective officers, employees, auditors accountants, counsel, financing sources and other agents and representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable full access at to all reasonable times to its officers, employees, propertiesbuildings, offices, plants and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, records and informationaffairs of the Company, whether located on the premises of the Company or at another location; (ii) furnish promptly to Parent a copy of each report, schedule, registration statement and shall other document filed or received by it during such period pursuant to the requirements of Federal securities laws or regulations; (iii) permit Parent and Merger Sub to make such inspections as they may require; (iv) cause its officers to furnish Parent and the prospective lenders Merger Sub such financial, operating, technical and product data and other parties involved in information with respect to the Financing with all financial, operating business and other data and information properties of the Company as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may Merger Sub from time to time reasonably may request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect including without limitation financial statements and schedules; (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (bv) Each of allow Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors the opportunity to interview such employees and other representatives to hold personnel and treat in confidence all documents and information concerning affiliates of the Company with the Company's prior written consent, which consent shall not be unreasonably withheld; and its subsidiaries (vi) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, however, that no -------- ------- investigation pursuant to this Section 7.2 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent or Merger Sub in connection with pursuant to this Section 7.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termshereby.

Access to Information; Confidentiality. (a) From the date The Company shall, and shall cause its Subsidiaries to, afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and to prospective debt lenders, placement agents, holders of this Agreement at least 5% of Purchaser’s common stock and other equity sources, provided that such equity sources shall be reasonably acceptable to the Effective Time Sellers and shall execute a confidentiality agreement on substantially identical terms as the Confidentiality Agreement (the “Approved Equity Sources”) and each of their respective representatives, reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to their respective properties and facilities (including all real property owned or leased by the Company or any of its Subsidiaries and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of Sellers’ or the earlier termination Company’s independent public accountants (with the consent of this Agreementsuch independent public accountants), upon reasonable prior written noticeinternal audit reports, and “management letters” from such accountants with respect to Sellers’ or Company’s systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the Closing, the Company shallshall generally keep Purchaser informed as to all material matters involving the operations and businesses of each of its Subsidiaries. The Company shall authorize and direct the appropriate directors, shall cause managers and employees of each such Subsidiary to discuss matters involving the operations and business of such Subsidiary with representatives of Purchaser and its subsidiaries prospective debt lenders or placement agents, holders of at least 5% of Purchaser’s common stock and Approved Equity Sources. All nonpublic information provided to, and shall director obtained by, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub Purchaser in connection with the transactions contemplated by this Agreement in accordance with hereby shall be “Confidential Information” for purposes of the Confidentiality Agreement, Agreement dated October 14December 17, 2004, as amendedamong Purchaser, between the Company, DLJ Merchant Banking III, Inc., and AIG Global Investment Corp. (the “Confidentiality Agreement”), the terms of which shall continue in force until the Closing; provided that Purchaser and the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and may disclose such information concerning Parent and its subsidiaries furnished to the Company as may be necessary in connection with (i) seeking the transactions contemplated by this Agreement in accordance with Purchaser Required Statutory Approvals, the Confidentiality Agreement. The Company Statutory Approvals and Parent agree that the Confidentiality Agreement shall remain in full force Sellers Required Statutory Approvals and effect in accordance with its terms(ii) completing the Debt Financing and the Rights Offering.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to applicable Laws, each of Parent and the date Company, for the purposes of performing its respective obligations under this Agreement to the Effective Time or the earlier termination of and enforcing its respective rights under this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives cause each of their respective Subsidiaries to, afford to the officers, employees, auditors accountants, counsel, advisors and other representatives Representatives of the other party, access, during normal business hours during the period prior to the Corporate Merger Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and, during such period, each of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and informationCompany shall, and shall furnish Parent cause its respective Subsidiaries to, make available to the other party all information concerning its business, properties and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, such party may from time to time reasonably request. 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 Parent nor the Company nor any of its subsidiaries their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company institution in possession or its subsidiaries control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in any material respect (it being agreed that which the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)restrictions of the preceding sentence apply. (b) Each of Parent and Merger Sub will the Company shall hold and treat and will cause its officers, employees, auditors and all information furnished by or on behalf of the other representatives party or any of such party’s Subsidiaries or Representatives pursuant to hold and treat Section 7.2(a) in confidence all documents to the extent required by, and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with with, the provisions of the Confidentiality Agreement, dated October 14, 2004, as amended, by and between the Company and Parent Parent, dated December 17, 2020 (the "“Confidentiality Agreement"”). The Company will hold . (c) No investigation by either of the parties or their respective Representatives shall affect or be deemed to modify or waive the representations and treat and will cause its officers, employees, auditors and warranties of the other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsset forth herein.

Access to Information; Confidentiality. (a) From the date of this Agreement Upon reasonable notice and subject to applicable Laws relating to the Effective Time or exchange of information, each of the earlier termination of this AgreementMLP Entities and the Xxxxxxxxx Entities will (i) afford Parent GP and its Representatives reasonable access (and, upon reasonable prior written noticewith respect to books and records, the Company shallright to copy), shall cause its subsidiaries toduring normal business hours, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the their respective officers, employees, auditors agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and records and other representatives of information reasonably requested by Parent and (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesbusiness, properties, offices, plants facilities, Contracts, Tax Returns, Permits, assets and liabilities of the MLP Group Entities as Parent GP or its Representatives reasonably request, (iii) reasonably cooperate with Parent GP and its Representatives to organize and facilitate meetings among Parent GP and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as Parent GP may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent GP (which, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent GP) and (v) reasonably cooperate with Parent GP and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other facilities and to all books, records and information, and shall furnish Parent and key business relations of the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information MLP Group Entities as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, GP may from time to time reasonably request. Notwithstanding the foregoing; provided, any however, that such investigation or consultation access shall be conducted in such provided on a manner as not basis that minimizes the disruption to interfere unreasonably with the business or operations of the Company MLP Entities and in no event shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgement of the MLP Entities (after consultation with its subsidiaries. Neither outside legal counsel) would (A) result in the Company nor disclosure of any trade secrets of third parties or violate any of its subsidiaries shall be required obligations with respect to provide access confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws, (ii) to disclose any privileged information where of the MLP Group Entities to the extent such access or disclosure would jeopardize result in the attorney-client loss of such privilege of the Company or its subsidiaries or contravene any Law (in any material respect (each case, it being agreed that the parties MLP Entities shall give notice to Parent of the fact that it is withholding such access or information and thereafter the MLP Entities shall use their respective reasonable best 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 relating to the MLP Entities’ consideration of the Transactions, including the minutes of the GP Conflicts Committee. (b) The MLP Entities and the Xxxxxxxxx Entities will furnish promptly to the Parent Entities, and the Parent Entities will furnish promptly to the MLP Entities and the Xxxxxxxxx Entities (i) a copy of each report, schedule and other document filed or submitted by any of them pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by any of them from the SEC concerning compliance with securities Laws and (ii) all other information concerning their and their respective Subsidiaries’ business, properties and personnel as the Parent Entities or the MLP Entities and the Xxxxxxxxx Entities, as the case may be, may reasonably request; provided, however, that, notwithstanding anything to the contrary herein and notwithstanding any right to information under Law (to the extent such right under Law can be waived), except as specifically provided in Section 6.18(d), none of the MLP Group Entities, the Xxxxxxxxx Entities or their respective Affiliates or holders of their Equity Interests shall have the right at any time to examine the Tax Returns, Tax work papers, financial statements or books and records of the Parent, Merger Sub or their respective Affiliates for any purpose. (c) Except for disclosures permitted by the terms of the Confidentiality Agreement, Parent GP and its Representatives will hold all information received from the MLP Entities pursuant to this Section 6.7 in confidence in accordance with the terms of the Confidentiality Agreement. (d) Prior to and after the Closing, the Xxxxxxxxx Entities and their Affiliates shall provide Parent and Parent GP access to the personnel, books, work papers and records of the Xxxxxxxxx Entities and their Affiliates relating to any of the MLP Group Entities to the extent reasonably necessary to enable Parent and Parent GP to prepare financial statements of the MLP Group Entities in such form and covering such periods as may be required by any applicable securities Laws to be filed with the SEC. Furthermore, the Xxxxxxxxx Entities and their Affiliates shall use their commercially reasonable efforts to cause the independent public accountants of the MLP Group Entities to provide any consent necessary to the filing of such information financial statements with the SEC and to provide such customary representation letters as are necessary in connection therewith. All of the financial statements, reports, opinions and related activities to be provided in a manner that does not cause such violation prepared, provided, delivered, made available or jeopardization)undertaken pursuant to this Section 6.7(d) shall be prepared, provided, delivered, made available and undertaken at the sole cost and expense of Parent. (be) Each For a period of three years following the Closing, the Xxxxxxxxx Entities and their Affiliates shall retain all books, records, information and documents in possession of the Xxxxxxxxx Entities and their Affiliates that are necessary to prepare and audit financial statements with respect to the assets and liabilities of, or otherwise relating to, the MLP Group Entities, except to the extent originals or copies thereof are transferred to Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub GP in connection with Closing. (f) No investigation, or information received, pursuant to this Section 6.7 will modify any of the transactions contemplated by this Agreement in accordance with representations and warranties of the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsParties.

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticein accordance with its terms, the Company shall, and shall cause its subsidiaries to, Subsidiaries and shall direct, and use its commercially reasonable efforts to cause, its the Representatives of the Company and its subsidiaries' officers, directors, employees, auditors and other representatives Subsidiaries to, afford Parent, Merger Sub and their respective Representatives reasonable access during normal working hours upon reasonable advance notice to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officersagents, employeesassets, properties, offices, plants and other facilities facilities, books and to all books, records of the Company and information, each of its Subsidiaries and shall furnish Parent and the prospective lenders and other parties involved in the Financing Merger Sub with all such financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financingor Merger Sub, through its officers, employees or representativestheir Representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted provided, however, that nothing in such a manner as not to interfere unreasonably with the business or operations of this Section 6.04 will require the Company or its subsidiaries. Neither Subsidiaries to furnish the Company nor Parent, Merger Sub and their respective Representatives with any of its subsidiaries shall be required to provide access to documents or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of that the Company or its subsidiaries Subsidiaries is required by Law or contravene any Law in any material respect (it being agreed Order to keep confidential, or that would reasonably be expected to jeopardize the status of such document or agreement as privileged, work product or as a trade secret, provided, further, that the parties Parties shall use their commercially reasonable efforts cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (i) would not be reasonably likely to result in the violation of any such Law or Order or be reasonably likely to cause such information privilege to be undermined with respect to such information or (ii) could reasonably be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information, provided that the use such “clean-room” arrangement would not result in a breach of clause (i) of this Section 6.04(a). (b) Any investigation conducted pursuant to the access contemplated by this Section 6.04 shall be conducted in a manner that does not cause such violation or jeopardization). (b) Each unreasonably interfere with the conduct of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the business of the Company and its subsidiaries furnished to Subsidiaries or damage or destroy any property or assets of the Company or any of its Subsidiaries. All information obtained by Parent or Merger Sub in connection with the transactions contemplated by pursuant to this Agreement Section 6.04 shall be held confidential in accordance with the Confidentiality Non-Disclosure Agreement, dated October 14entered into on or about February 21, 20042012 (the “NDA”), between Parent and the Company. (c) After the date hereof, Parent and the Company shall cooperate to establish a mechanism acceptable to both parties by which Parent will be permitted, prior to the Effective Time or the Termination Date, as amendedthe case may be, between and subject to applicable Law, to communicate directly with the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsemployees regarding employee related matters.

Access to Information; Confidentiality. (a) 1. From the date of this Agreement hereof until the Closing Date, Seller will a. give, and will cause its Affiliates and each Strategix Company and each Subsidiary to the Effective Time or the earlier termination of this Agreementgive, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access, upon reasonable prior written noticenotice and during normal business hours, to the offices, properties, books and records of the Strategix Companies and the Subsidiaries and to the books and records of Seller relating to the Strategix Companies, the Subsidiaries, and the Strategix Assets and the Strategix Liabilities, b. furnish, and will cause each Strategix Company shalland each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to any Strategix Company, any Subsidiary, any Strategix Asset or any Strategix Liabilities as such Persons may reasonably request and c. instruct the employees, counsel and financial advisors of Seller, each Strategix Company and each Subsidiary to cooperate with Buyer in its investigation of the Strategix Companies, the Subsidiaries, the Strategix Assets and the Strategix Liabilities. Buyer shall not, and shall cause its subsidiaries counsel, financial advisors, auditors and other authorized representatives not to, interfere in any material respect with the conduct of the business of the Strategix Companies and the Subsidiaries and shall directcoordinate its review of the Strategix Companies, the Subsidiaries, the Strategix Assets and the Strategix Liabilities through Derek E. Dewan, Michael D. Abney, Marc M. Mayo and Robert P. Crouch. Xxxxxx xx xrovxxxx xx xxx xxxx senxxxxx, xx xxvestixxxxxx xx Xxxxx xr other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Each of Buyer and Seller will cooperate in good faith to advise the other party promptly if it learns of any material breach of any representation or warranty of either party set forth in this Agreement; it being understood that if any of Erik Vonk, Shawn Poole, Jesse P. Schaudies, Jr. or Daryl Evans, with xxxxxxx xo Xxxxx, xxx axx xx Xxxxx X. Xxxxx, Xxchaex X. Xxxxx, Marc M. Mayo or Robert P. Crouch, xxxx xxxxxxx to Xxxxxx, xxxx xxxual xxxxxxxxx xf brxxxx xx xxx xxxxxsentation or warranty by the other party and Buyer or Seller, as the case may be, deliberately fails to notify the other party of that breach, then that party will not be entitled to indemnification for such breach of representation or warranty pursuant to Article 11 hereof. 2. After the Closing, Seller and its Affiliates will hold, and will use its commercially their reasonable best efforts to cause, its and its subsidiaries' cause their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and other representatives toagents to hold, afford the officersin confidence, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or unless compelled to disclose information where such access by judicial or disclosure would jeopardize the attorney-client privilege administrative process or by other requirements of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officerslaw, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company Strategix Companies, the Subsidiaries and the Strategix Assets, except to the extent that such information can be shown to have been a. in the public domain through no fault of Seller or its Affiliates or b. later lawfully acquired by Seller from sources other than those related to its prior ownership of the Strategix Companies, the Subsidiaries and the Strategix Assets. 3. On and after the Closing Date, Seller will afford promptly to Buyer and its subsidiaries furnished agents reasonable access, during normal business hours and upon reasonable notice, to Parent its books of account, financial and other records (including, without limitation, accountant's work papers), information, employees and auditors to the extent necessary or Merger Sub useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the transactions contemplated Strategix Companies, the Subsidiaries or the Strategix Assets; provided that any such access by this Agreement in accordance Buyer shall not unreasonably interfere with the Confidentiality Agreement, dated October 14, 2004, as amended, between conduct of the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause business of Seller or its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsAffiliates.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to applicable Laws relating to the Effective Time or the earlier termination exchange of this Agreement, upon reasonable prior written noticeinformation, the Company shall, and shall cause each of its subsidiaries Subsidiaries to, afford to Parent and Parent’s representatives reasonable access 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 business of the Company and the Company Subsidiaries) to all of the Company’s and its Subsidiaries’ properties, books, Contracts, commitments, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives and the Company shall directfurnish as promptly as reasonably practicable to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws (and 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 two 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 its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. Notwithstanding the immediately preceding sentence, neither the Company nor any of its Subsidiaries shall be required to afford access or furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party; provided, that the Company shall use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford obtain the officers, employees, auditors and other representatives consent of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times such third party to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or the disclosure of such information and shall disclose or describe such information to the fullest extent possible (in the Company’s reasonable judgment) consistent with its obligations under the terms of the applicable confidentiality agreement; or (b) the Company determines in good faith that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company or any of its subsidiaries Subsidiaries, violate applicable Law or contravene result in significant antitrust risk for the Company or any Law in any material respect (it being agreed that of its Subsidiaries. Except for disclosures permitted by the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each terms of the Confidentiality Agreement, Parent and Merger Sub will its Representatives shall hold and treat and will cause its officers, employees, auditors and other representatives information received from the Company pursuant to hold and treat this Section 6.6 in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with terms of the Confidentiality Agreement. The Company No investigation, or information received, pursuant to this Section 6.6 will modify any of the representations and Parent agree that warranties of the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law, between the date hereof and the Effective Time, (i) the Company and the Management Shareholders (A) shall give the Purchaser and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to all employees, all offices and other facilities, and all books and records of this Agreement the Company, (B) shall permit the Purchaser and its authorized representatives to make such inspections thereof as they may reasonably require to familiarize themselves with such matters, and (C) shall cause the Company's officers to furnish the Purchaser and its authorized representatives with such financial and operating data and other information with respect to the Effective Time or Company as the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Purchaser may from time to time reasonably request. Notwithstanding ; and (ii) the foregoingPurchaser (A) shall give the Company and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to all employees, all offices and other facilities, and all books and records of the Purchaser, (B) shall permit the Company and its authorized representatives to make such inspections thereof as they may reasonably require to familiarize themselves with such matters, and (C) shall cause the Purchaser's officers to furnish the Company and its authorized representatives with such financial and operating data and other information with respect to the Purchaser as the Company may from time to time reasonably request; provided, however, that no investigation pursuant to this Section shall affect the binding nature of any representation or warranty contained in this Agreement or in any other Transaction Document; and provided further that each party shall have the right to have a representative present at all times of any such investigation inspections, interviews, and examinations conducted at or consultation shall be conducted in such a manner as not to interfere unreasonably with the business on its offices or operations of the Company other facilities or its subsidiaries. Neither the Company nor any properties or those of its subsidiaries shall be required to provide access to affiliates or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)representatives. (b) Each The Purchaser and Acquisition agree that all Confidential Information (as defined below) regarding the Company shall be kept confidential by the Purchaser and Acquisition and shall not be disclosed by the Purchaser or Acquisition in any manner whatsoever; provided, however, that (i) any of Parent and Merger Sub will hold and treat and will cause its such Confidential Information may be disclosed to such directors, officers, employees, auditors and other authorized representatives (including without limitation attorneys, accountants, consultants, bankers, and financial advisors) of the Purchaser and Acquisition (collectively, for purposes of this Section, "Purchaser Representatives") as need to hold know such information for the purpose of evaluating the Merger (it being understood that such Purchaser Representatives shall be informed by the Purchaser of the confidential nature of such information and shall be required to treat in confidence all documents and such information concerning confidentially), (ii) any disclosure of such Confidential Information may be made to the extent to which the Company consents in writing, and its subsidiaries furnished (iii) such Confidential Information may be disclosed by the Purchaser, Acquisition, or any Purchaser Representative to Parent the extent that, in the opinion of counsel for the Purchaser or Merger Sub such Purchaser Representative, the Purchaser, Acquisition or such Purchaser Representative is legally compelled to do so, provided that, prior to making such disclosure, the Purchaser, Acquisition or such Purchaser Representative, as the case may be, advises and consults with the Company regarding such disclosure, and provided further that the Purchaser, Acquisition or such Purchaser Representative, as the case may be, discloses only that portion of such Confidential Information as is legally required to be disclosed. The Purchaser and Acquisition agree that none of the Confidential Information regarding the Company will be used for any purpose other than in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement")hereby. The Company will hold agrees to maintain the confidentiality of, not disclose, and treat otherwise act and will cause its officers, employees, auditors and other representatives to hold and treat refrain from acting in confidence all non- public documents and information concerning Parent and its subsidiaries furnished respect of any Confidential Information regarding the Purchaser to the Company same extent as the Purchaser, Acquisition and Purchaser Representatives are required to do so in connection with respect of Confidential Information regarding the transactions contemplated by this Agreement Company, as set forth in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termspreceding paragraph.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to applicable laws (including Pandemic Measures), the date Company, for the purposes of this Agreement allowing Purchaser to verify the Effective Time or representations and warranties of the earlier termination of Company and preparing for the Mergers and the other matters contemplated by this Agreement, shall, and shall cause its Subsidiaries to, upon reasonable advance written notice by Purchaser (which may include email and not any formal notice under this Agreement), afford to the officers, employees, accountants, counsel, advisors and other representatives of Purchaser, access, during normal business hours during the period prior written noticeto the First Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems and records as Purchaser may reasonably request, and both the Company and Purchaser shall cooperate with the other party in preparing to execute after the First Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company shall, and shall cause its subsidiaries Subsidiaries to, make available to Purchaser (i) a copy of each report, schedule, registration statement or proxy statement and shall directother document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that the Company, is not permitted to disclose in accordance with Section 9.14 or otherwise under applicable law), and use (ii) all other information concerning its commercially reasonable efforts to causebusiness, its properties and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, such party may from time to time reasonably request. 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 Purchaser nor the Company nor any of its subsidiaries their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Purchaser’s or the Company’s, as the case may be, customers, jeopardize the attorney-client privilege of the Company institution in possession or its subsidiaries control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law law (including any Pandemic Measures), rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or in light of any material respect (it being agreed Pandemic, take any action that could reasonably be expected to jeopardize the health and safety of any officer or employee of the Company or any of its Subsidiaries. The parties hereto will use their reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Purchaser shall use their its commercially reasonable efforts to cause such minimize material interference or disruption to the Company’s or any of its Subsidiaries’ businesses or operations arising as a result of being provided any access contemplated by this Section 6.2(a). All requests for information or access made pursuant to this Section 6.2(a) shall be provided in a manner that does not cause such violation directed to the executive officer or jeopardization)other person designated by the Company. (b) Each of Parent Purchaser and Merger Sub will the Company shall hold and treat and will cause its officers, employees, auditors and all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to hold and treat Section 6.2(a) in confidence all documents to the extent required by, and information concerning in accordance with, the provisions of the confidentiality agreement, dated June 2, 2021, between Purchaser and the Company and its subsidiaries furnished to Parent or Merger Sub in connection with (the transactions contemplated by this Agreement in accordance with the “Confidentiality Agreement, dated October 14, 2004, as amended, between ”). (c) No investigation by either of the Company parties or their respective representatives shall affect or be deemed to modify or waive the representations and Parent (warranties of the "Confidentiality other set forth in this Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time or the earlier termination of this AgreementClosing, upon reasonable prior written noticewith respect to Imaging only, the Company FNF shall, and shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives Subsidiaries to, afford the to Old Remy and Old Remy’s Representatives reasonable access during normal business hours to all of their properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, auditors accountants, counsel, financial advisors and other representatives of Parent Representatives as Old Remy may reasonably request with reasonable prior notice and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and FNF shall furnish Parent and the prospective lenders and other parties involved in the Financing with as soon as reasonably practicable to Old Remy all financial, operating and other data and information concerning Imaging as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Old Remy may from time to time reasonably request. Notwithstanding the foregoing, subject in all cases, to any bona fide concerns of attorney-client privilege that FNF may reasonably have and any restrictions contained in Contracts to which FNF or any of its Subsidiaries is a party (it being understood that FNF shall use its reasonable best efforts to provide any such investigation or consultation shall be conducted information in a manner that does not result in such violation). Old Remy and its Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the business of FNF or operations of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of FNF or any of its respective Subsidiaries of their normal duties. Except as required by Law or regulation, Old Remy shall be required hold information received from FNF pursuant to provide access this Section 6.7 in confidence. No investigation, or information received, pursuant to this Section 6.7 or otherwise, will modify or affect the right of a party to disclose information where such access or disclosure would jeopardize the attorney-client privilege rely upon any of the Company or its subsidiaries or contravene any Law representations and warranties of the parties hereto in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)Transaction Agreement. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From The parties shall comply with, and shall cause their respective Representatives (as defined below) to comply with, to the extent permitted by applicable Law, all of their respective obligations under the Confidentiality Agreement (the "Confidentiality Agreement") previously entered into between the Company and Parent. (b) Subject to the Confidentiality Agreement, from the date of this Agreement hereof to the Effective Time or Time, each party hereto will provide to the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its other party (and its subsidiaries' officers, directors, employees, auditors accountants, consultants, legal counsel, financial advisors, agents and other representatives torepresentatives, afford collectively, "Representatives") access to all information and documents which any such party may reasonably request regarding the officersbusiness, employeesassets, auditors liabilities, employees and other representatives aspects of Parent the other party. (c) From the date hereof to the Effective Time, each party hereto shall: (i) provide to the other party and the prospective lenders and other parties involved in the Financing reasonable its Representatives access at all reasonable times upon prior notice to its officers, employees, agents, properties, offices, plants offices and other facilities and its Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its Subsidiaries as a party hereto or its Representatives may reasonably request. (d) Parent and Merger Sub agree to treat confidentially all booksconfidential information concerning the Company which is furnished to Parent and Merger Sub or their Representatives by or on behalf of the Company whether before or after the date of this Agreement. Parent and Merger Sub agree that such information shall be used solely for the purposes of the Agreement, records the Merger and the transactions contemplated hereby. Except as required by law or stock exchange regulations (and then only with prior written notice to the Company of such requirement), neither Parent and Merger Sub nor its Representatives shall disclose to any person any such information. In the event that this Agreement is terminated pursuant to Article VIII, Parent and Merger Sub shall, and shall furnish direct their Representatives to, promptly upon the written request of the Company deliver to the Company all written material received from the Company and will keep confidential or destroy any analyses, compilations, studies or other documents prepared by Parent or Merger Sub or its Representatives reflecting information furnished by or on behalf of the Company, without returning a copy thereof. (e) The Company agrees to keep confidential all information concerning Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time Merger Sub furnished to time reasonably request. 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 any of its subsidiaries shall be required to provide access to Representatives by or to disclose information where such access or disclosure would jeopardize the attorney-client privilege on behalf of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed Parent to the same extent that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives are obligated pursuant to hold and treat in confidence all documents and Section 6.04(d) to keep confidential information concerning furnished by or on behalf of the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsconfidential.

Access to Information; Confidentiality. (a) From TeleCorp agrees that, during the period commencing on the date hereof and ending on earlier to occur of the termination of this Agreement to the Effective Time in accordance with Article VIII or the earlier termination of this Agreement, upon reasonable prior written noticeClosing Date (in either case, the Company shall"Interim Period"), shall (i) it will give or cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its be given to Tritel and its subsidiaries' officerscounsel, directors, employeesfinancial advisors, auditors and other authorized representatives to(collectively, afford "Representatives") such access, during normal business hours and upon reasonable advance notice, to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesplants, properties, offices, plants books and other facilities records of TeleCorp and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information its Subsidiaries as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Tritel may from time to time reasonably request. Notwithstanding ; provided, however, that TeleCorp shall have the foregoingright to have a representative present at all such times, any (ii) it will furnish or cause to be furnished to Tritel and its Representatives such investigation 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 consultation facilities or to interview employees shall be conducted in directed to the Chief Financial Officer of TeleCorp or such a manner other Person as not to interfere unreasonably with the business or operations of the Company or its subsidiarieshe shall designate. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (Tritel agrees that it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat will, and will cause its officersRepresentatives to, employeescontinue to treat all information so obtained from TeleCorp as "Evaluation Material" under the Letter Agreement entered into between TeleCorp and Tritel dated as of February 24, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (2000 ( the "Confidentiality Agreement"), and will continue to honor its obligations thereunder and that, if requested by TeleCorp, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (b) Tritel agrees that, during the 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 plants, properties, books and records of Tritel and its Subsidiaries as Tritel may from time to time reasonably request; provided, however, that Tritel shall have the right to have a representative present at all such times, (ii) it will furnish or cause to be furnished to TeleCorp and its 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 be directed to the Chief Financial Officer of Tritel or such other Person as he shall designate. The Company will hold and treat TeleCorp agrees that it will, and will cause its officersRepresentatives to, employees, auditors and other representatives continue to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with so obtained from Tritel as "Evaluation Material" under the Confidentiality Agreement. The Company , and Parent agree that will continue to honor its obligations thereunder and that, if requested by Tritel, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (c) Each of TeleCorp and Tritel agrees that, during the Interim Period: (i) it will give or cause to be given to AT&T and its Representatives such access, during normal business hours and upon reasonable advance notice, to the 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 remain in full force 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 effect in accordance 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 provisions of its stockholders agreement with Tritel or TeleCorp, as applicable, and after the Effective Time with the Holding Company, and will continue to honor its termsobligations thereunder.

Access to Information; Confidentiality. (a) From Subject to the restrictions imposed by the HSR Act or other applicable Laws, from and after the date of this Agreement to until the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeControl Time, the Company shallwill (i) give Parent and Purchaser and their respective Representatives reasonable access during normal business hours to those employees, shall cause facilities, books, Contracts and records of the Company and its subsidiaries toSubsidiaries and such other information concerning its business and properties as Parent or Purchaser may reasonably request (other than any publicly available document filed by it pursuant to the requirements of Federal or state securities Laws); (ii) reasonably cooperate with Purchaser regarding Purchaser’s evaluation of Company Employees for continued employment, including granting reasonable access to Company Employees for interviews; (iii) furnish to Parent and shall direct, its Representatives such financial and operating data and other information as such Persons may reasonably request and use its commercially reasonable efforts to cause, cause Ernst & Young LLP to furnish its work papers in respect of the Company and its subsidiaries' officers, directors, employees, auditors Subsidiaries; and other representatives to, afford the officers, employees, auditors and other representatives of (iv) instruct its Representatives to cooperate with Parent and the prospective lenders its Representatives in its investigation; provided, that Parent, Purchaser and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and their respective Representatives shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, conduct any such investigation or consultation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries. Neither Company; provided, however, that the Company nor shall not be obligated to provide such access or information if doing so would, on the advice of counsel, violate applicable Law or a Contract or obligation of confidentiality owing to a third party and may restrict the foregoing access to the extent that any applicable law requires the Company to restrict or prohibit access to any such properties or information, or such disclosure would, based on the advice of such party’s counsel, result in a waiver of attorney-client privilege, work product doctrine or any other applicable privilege applicable to such information. (b) Information obtained by Parent or Purchaser or their respective Representatives pursuant to Section 6.2(a) will be subject to the provisions of the Confidentiality Agreement. No information or knowledge obtained by any investigation pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty made by any party hereto. (c) Nothing in this Section 6.2 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (1) violate any of its subsidiaries shall be required respective obligations with respect to provide access confidentiality, provided that the Company will use commercially reasonable efforts to or obtain the consent of such third party to disclose information where such access inspection or disclosure would jeopardize and will disclose or describe such information to the fullest extent possible consistent with such obligations, (2) result in a violation of applicable Law, including the HSR Act or (3) result in loss of legal protection, including the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)and work product doctrine. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeClosing Date, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to causewill (i) give Buyer, its and its subsidiaries' officerscounsel, directors, employeesfinancial advisors, auditors and other authorized representatives toreasonable access to the offices, afford properties, books and records of the officersCompany that relate to the PGR Assets and PGR, employees(ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the PGR Assets and PGR as such may be reasonably requested and (iii) instruct the counsel, financial advisors and other authorized representatives of Parent the Company to cooperate with Buyer in its investigation of the PGR Assets and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times PGR. Any investigation pursuant to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation this Section shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of the Company or its subsidiariesPGR. Neither Notwithstanding the foregoing, Buyer shall not have access to other information which in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Company nor any to risk of liability. Exhibit 10.17 (b) On and after the date hereof and through the Closing Date, the Company will afford promptly to Buyer and its subsidiaries shall agents reasonable access to its books of account, financial statements and other records (including, without limitation, accountant’s work papers), information, knowledgeable personnel and auditors to the extent necessary or useful for Buyer in connection with the preparation and audit of segmented and other financial statements and other reports as may be required to provide access be filed by Buyer with the United States Securities and Exchange Commission (the “SEC”), any audit, investigation, dispute or litigation or any other reasonable business purpose relating to or to disclose information where the Company and PGR; provided that any such access or disclosure would jeopardize by Buyer shall not unreasonably interfere with the attorney-client privilege conduct of the business of the Company or its subsidiaries or contravene any Law PGR. Buyer shall bear all of the costs and expenses (including, without limitation, attorneys’ fees) in any material respect (it being agreed that connection with the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)foregoing. (bc) Each The Company hereby consents to Buyer conducting, prior to Closing and upon advance notice to the Company, at Buyer’s sole risk and expense, on-site inspections and an ASTM Phase One Environmental Assessment (an “Environmental Assessment”) of Parent the PGR Xxxxx and Merger Sub PGR Leases; provided that Buyer shall not conduct any sampling activities without prior notice and consent of the Company, which consent shall not be unreasonably withheld. In connection with any such on-site inspections or Environmental Assessment, Buyer agrees not to interfere with the normal operation of the PGR Leases and agrees to comply with all requirements and safety policies of the operator. If Buyer or its agents prepares an Environmental Assessment of any property, Buyer will hold furnish copies thereof to the Company. The parties shall execute a “common undertaking” letter regarding the confidentiality of environmental assessments where appropriate. In connection with the granting of such access, Buyer represents that it is adequately insured and, waives, releases and treat and will cause its officers, employees, auditors and other representatives agrees to hold and treat in confidence all documents and information concerning indemnify the Company and its subsidiaries furnished representatives against all claims for injury to, or death of, persons or for damage to Parent property arising in any way from the access afforded to Buyer hereunder or Merger Sub the activities of Buyer. This waiver, release and indemnity by Buyer shall survive termination of this Agreement. (d) Through the 90th day following the Closing Date, the Company will provide Buyer, its auditors and other Representatives reasonable access to knowledgeable personnel and the Company’s auditors to the extent necessary or useful for Buyer in connection with the transactions contemplated preparation and audit of segmented and other financial statements and other reports as may be required to be filed by this Agreement in accordance Buyer with the Confidentiality AgreementSEC, dated October 14any audit, 2004investigation, as amended, between dispute or litigation or any other reasonable business purpose relating to the Company and Parent PGR. Buyer shall bear all of the costs and expenses (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officersincluding, employeeswithout limitation, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company attorneys’ fees) in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsforegoing.

Access to Information; Confidentiality. (a) From the date of this Subject to applicable Law and confidentiality agreements, including that certain Nondisclosure and No- Trading Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of between Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The , from the date of this Agreement until the Effective Time, the Company will hold shall (and treat and will shall cause its Subsidiaries to): (i) provide to Parent and Parent's Representatives access, during normal business hours and upon reasonable notice by Parent, to the officers, employees, auditors agents, properties, offices and other representatives facilities of the Company and its Subsidiaries and to the books and records thereof, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and its Subsidiaries, (ii) furnish to Parent all monthly and quarterly statements of revenue and expense, earnings, sales, trial balances and such other similar statements as are regularly and customarily provided to senior management of the Company promptly following delivery to such senior management and (iii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its Subsidiaries as Parent or its Representatives may reasonably request. (b) Each party shall, and shall cause its affiliates and Representatives to, (i) comply with the Confidentiality Agreement as if a party thereto and (ii) hold and treat in strict confidence as Evaluation Material (as defined in the Confidentiality Agreement) all non- public nonpublic documents and information concerning Parent and its subsidiaries furnished or made available by one party to the Company other(s) and their respective affiliates and Representatives. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in connection with the transactions contemplated by this Agreement in accordance with of any party hereto or any condition to the Confidentiality Agreement. The Company and Parent agree that obligations of the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto or any condition to the Offer.

Access to Information; Confidentiality. (a) From To the date of this Agreement extent permitted by applicable Law, the Company shall afford to Zac, and to Zac’s Representatives, reasonable access during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, all its and its subsidiaries' officers’ properties, directorsbooks, employeesContracts, auditors commitments, personnel and records, and, during such period, the Company shall furnish promptly to Zac (i) a copy of each report, schedule, registration statement and other representatives todocument filed by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its and its subsidiaries’ business, afford the officers, employees, auditors properties and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Zac may from time to time reasonably request. Notwithstanding ; provided that such access and inspections shall not unreasonably disrupt 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 ; and provided further, that the Company nor shall not be required to (or to cause any of its subsidiaries shall be required to provide access to or to disclose information where to) so confer, afford such access or disclosure furnish such copies or other information to the extent that doing so would jeopardize result in a violation of law, result in the loss of attorney-client privilege or violate confidentiality obligations owing to third parties. Without limiting the foregoing, between the date of this Agreement and the Effective Time, the Company or shall (and shall cause its subsidiaries or contravene any Law Affiliates to) reasonably cooperate with Zac in any material respect (it being agreed that connection with Zac securing the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardizationFinancing contemplated by Section 3.02(d). (b) Each Except for disclosures expressly permitted by the terms of Parent this Agreement (i) Zac shall hold, and Merger Sub will hold and treat and will shall cause its officersaccountants, employeescounsel, auditors financial advisors and other representatives Representatives to hold and treat hold, all information received from the Company, directly or indirectly, in confidence all documents and not make any public disclosure thereof; provided, that the foregoing shall not prevent Zac from disclosing such information concerning (i) to the Company and its subsidiaries furnished extent required by applicable Law or by a Governmental Entity, (ii) to Parent the extent such information is or Merger Sub becomes generally available to the public other than by disclosure by Zac or any Affiliate or Representative Zac, (iii) as reasonably necessary in connection with Zac securing the transactions Financing contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"Section 3.02(d). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. Subject to Section 10.14: (ai) From the date of this Agreement Company shall afford to Purchaser and its accountants, counsel, financial advisors and other representatives, reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Effective Time Closing, to the Company’s properties and facilities (including all owned or leased real property and the earlier termination buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of this Agreementthe Company’s or their respective independent public accountants, upon reasonable internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control; provided that the Company shall not be obligated to afford access to any books, records, data or information in the possession of the Company’s independent public accountants unless and until Purchaser has executed a confidentiality and hold harmless agreement related thereto in a form acceptable to the Company’s independent public accountants), Contracts and records of the Company, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations; and (ii) prior written noticeto the Closing, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and generally keep Purchaser reasonably informed as to all books, records material matters outside the Ordinary Course of Business involving the operations and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 businesses of the Company or its subsidiaries. Neither of which the Company nor any of its subsidiaries has Knowledge. Any information provided or otherwise obtained pursuant to this Section 6.1 shall constitute Proprietary Information (as defined in the Nondisclosure Agreement) and (without limiting Euronext’s obligations under the Nondisclosure Agreement) Purchaser shall be required subject to provide access the same restrictions and Liabilities with respect to such information as Euronext is with respect to Proprietary Information pursuant to the Nondisclosure Agreement. No information provided to or obtained by Purchaser pursuant to disclose information where such access this Section 6.1 shall limit or disclosure would jeopardize otherwise affect the attorney-client privilege of remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), or the Company representations or its subsidiaries warranties of, or contravene any Law in any material respect (it being agreed that the conditions to the obligations of, the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)hereto. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Subject to applicable Law or Judgment, (i) the date Company shall, and shall cause each of this Agreement its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, lawyers, accountants, consultants and other representatives and advisors with continued access to the information posted on the Xxxxx virtual datarooms under the project names “Navajo” and “Constellation” and with reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the earlier termination of this AgreementAgreement to all their respective properties, upon reasonable prior written noticeassets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its subsidiaries Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP subject to the requirements of Ernst & Young LLP) and (ii) following the date of this Agreement and prior to the Effective Time, Parent may (but shall directnot be required to), following reasonable notice to the Company, contact and use its commercially reasonable efforts to cause, its interview any Company Personnel as Parent may reasonably request; provided that Parent and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, coordinate any such investigation or consultation shall be conducted in such activities with the Company with a manner as view towards not to interfere unreasonably interfering with the business or operations of the Company Company. No investigation by Parent or its subsidiaries. Neither the Company nor any of its subsidiaries officers, directors, employees, investment bankers, lawyers, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, lawyers, accountants or other advisors or representatives shall be required to provide access to operate as a waiver or to disclose information where such access otherwise affect any representation or disclosure would jeopardize the attorney-client privilege warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its subsidiaries or contravene officers, employees, investment bankers, lawyers, accountants and other advisors and representatives to hold, any Law and all information received from the Company confidential in any material respect (it being agreed that accordance with the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)Confidentiality Agreement and will comply with the terms of the Confidentiality Agreement. (b) Each of Parent and Merger Sub will hold and treat and will cause its officersSubject to applicable Law, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished Parent shall, and shall cause each of their respective Subsidiaries to, reasonably cooperate to Parent or Merger Sub ensure an orderly transition and integration process in connection with the Arrangement and the other transactions contemplated by this Agreement in accordance with order to minimize the Confidentiality Agreementdisruption to, dated October 14and preserve the value of, 2004, as amended, between the business of the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsSubsidiaries.

Access to Information; Confidentiality. (a) From Parent shall, and shall cause each of its Subsidiaries to, afford to the date of this Agreement Contributors and their respective Representatives reasonable access during normal business hours, during the period prior to the Effective Time or the earlier termination of this AgreementAgreement in accordance with its terms, upon reasonable prior written noticeto all their respective properties, the Company assets, books, contracts, commitments, personnel and records and, during such period, Parent shall, shall cause its subsidiaries to, and shall directcause each of its Subsidiaries to, and use its commercially reasonable efforts furnish promptly to causethe Contributors: (a) a copy of each report, its and its subsidiaries' officersschedule, directors, employees, auditors registration statement and other representatives todocument filed or received by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, afford properties and personnel as the officersContributors may reasonably request (including Tax Returns filed and those in preparation and the work papers of its auditors); provided, employeeshowever, auditors that the foregoing shall not require Parent to disclose any information to the extent such disclosure would contravene applicable Law. All such information shall be held confidential in accordance with the terms of the Confidentiality Agreements between Parent and other representatives of GNI Group and between Parent and the prospective lenders and other parties involved Operating Company, in each case dated as of October 7, 2022 (the Financing reasonable access at all reasonable times “Confidentiality Agreements”). No investigation pursuant to its officersthis Section 6.4 or information provided, employees, properties, offices, plants and other facilities and made available or delivered to all books, records and information, and the Contributors pursuant to this Agreement shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, affect 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 representations, warranties, covenants, rights or its subsidiaries. Neither remedies, or the Company nor any of its subsidiaries shall be required conditions to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that obligations of, the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)hereunder. (b) Each Contributor shall, and shall cause each of its Subsidiaries to, afford to Parent and Merger Sub will hold and treat and will cause its officersRepresentatives reasonable access during normal business hours, employees, auditors and other representatives during the period prior to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent Effective Time or Merger Sub in connection with the transactions contemplated by termination of this Agreement in accordance with its terms, to such information, properties and personnel regarding the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent Contributor and its subsidiaries furnished Subsidiaries as shall be reasonably necessary for Parent to fulfill its obligations pursuant to this Agreement or to confirm that the representations and warranties of the Contributor contained herein are true and correct and that the covenants of the Contributor contained herein have been performed in all material respects; provided, however, that the foregoing shall not require the Contributor to disclose any information to the Company in connection with the transactions contemplated by this Agreement extent such disclosure would contravene applicable Law. All such information shall be held confidential in accordance with the Confidentiality Agreement. The Company and Parent agree that terms of the Confidentiality Agreements. No investigation pursuant to this Section 6.4(b) or information provided, made available or delivered to Parent pursuant to this Agreement shall remain in full force and effect in accordance with its termsaffect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time Time, except as otherwise prohibited by applicable Law or the earlier termination terms of this Agreement, upon reasonable prior written notice, any Contract to which the Company shallor any Company Subsidiary is a party, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to would materially interfere unreasonably with the conduct of the business or operations of the Company or its subsidiaries. Neither the any Company nor any of its subsidiaries shall Subsidiary, or as would be required reasonably expected to provide access to or to disclose information where such access or disclosure would jeopardize violate the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect a Company Subsidiary (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardizationviolation). (b) Each of Parent , the Company shall, and shall cause the Company Subsidiaries to, afford to Parent, Merger Sub will hold and treat and will cause its officerstheir directors, employees, auditors representatives, financial advisors, consultants, lenders, legal counsel, accountants and other representatives advisors and representatives, to hold have such access to the books and treat in confidence all documents records, financial, operating and information concerning other data, assets, properties, facilities, plants, offices, auditors, authorized representatives, business and operations of the Company and its subsidiaries furnished to Parent the Company Subsidiaries as is reasonably necessary or Merger Sub appropriate in connection with Parent’s investigation of the Company and the Company Subsidiaries with respect to the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. In order that Parent may have a full opportunity to make such investigation and, provided such persons are bound by this Agreement in accordance the confidentiality agreement, dated as of May 7, 2007 between Parent and the Company (the “Confidentiality Agreement”), or have otherwise agreed to be bound to the provisions of such agreement applicable to representatives, the Company shall furnish the representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeTime, the Company shall, and shall cause its subsidiaries to, each Company Subsidiary and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, each of their respective directors, employees, auditors and other representatives to, afford the officers, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives of (collectively, “Company Representatives”) to: (i) provide to Parent and the prospective lenders Merger Sub and other parties involved in the Financing reasonable access at all reasonable times to its their respective directors, officers, employees, propertiesaccountants, officesconsultants, plants legal counsel, advisors, agents, and other facilities and to all booksrepresentatives (collectively, records and information, and shall furnish the “Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or operations any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; (iii) to the extent permitted by Law, furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities 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 Entity; and (iv) promptly notify the Parent of any material developments in any audit or similar proceeding related to the change in Utility Subsidiary’s tax accounting method, effective for the tax year ending December 31, 2009, related to costs to repair and maintain utility assets; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or its subsidiaries. Neither any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company nor or any of Company Subsidiary is a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law) (provided that the Company shall use its subsidiaries shall be required reasonable best efforts to provide access to or to disclose information where (a) allow for such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such violation third party to provide access to or jeopardizationdisclosure of such information with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company with respect to clauses (A), (B) or (C) of this proviso); 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 as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to generally describe the types of information being withheld. No access, review or notice pursuant to this Section 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) Each of With respect to the information disclosed pursuant to Section 5.3(a), Ultimate Parent and Merger Sub will hold Parent shall comply with all of their respective obligations under the Confidentiality Agreement dated November 8, 2011 among the Company, Parent and treat and will cause its officersUltimate Parent (the “Confidentiality Agreement”). Notwithstanding the foregoing, employees, auditors and other representatives (i) the Confidentiality Agreement shall be deemed amended as of the date hereof to hold and treat in confidence all documents and information concerning the Company permit Parent and its subsidiaries furnished affiliates to take any action permitted to be taken hereunder, including any action taken by Parent or Merger Sub in connection with the transactions contemplated an Acquisition Proposal by this Agreement in accordance with the Confidentiality Agreementa Person other than Parent and (ii) each of Ultimate Parent, dated October 14, 2004, as amended, between Parent and the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement is hereby amended to delete the standstill provisions set forth in paragraph 5 thereof. The Company acknowledges and agrees that the immediately preceding sentence shall remain in full force and effect in accordance with its termsnot constitute or be deemed a request from Parent or Ultimate Parent that the Company waive or amend the provisions of paragraph 5 of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof until the Closing Date, Seller will, and will cause each other Group Company to, (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to the Effective Time offices, properties, books and records of Seller relating to the Business and the Group Company Assets, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business and the Group Company Assets as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Business and the Group Company Assets, provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of the Group Companies. No investigation by Buyer or other information received by Buyer before the earlier termination of this AgreementClosing shall operate as a waiver or otherwise affect any representation, upon reasonable prior written noticewarranty or agreement given or made by any Group Company hereunder. (b) After the Closing, the Company shall, shall cause Seller and its subsidiaries toAffiliates will hold, and shall direct, and will use its commercially reasonable their best efforts to cause, its and its subsidiaries' cause their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and other representatives toagents to hold, afford the officersin confidence, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or unless compelled to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officersby Applicable Law, employees, auditors and other representatives to hold and treat in confidence all confidential documents and information concerning the Business and the Group Company Assets, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by Seller, (ii) in the public domain through no fault of Seller, (iii) later lawfully acquired by Seller from sources not under any obligations to keep such information confidential to Buyer. The obligation of Seller to hold any such information in confidence shall be satisfied if it exercise the same care with respect to such information as it would take to preserve the confidentiality of their own similar information. (c) On and after the Closing Date, Seller will, and will cause the other Group Companies to, afford promptly to Buyer and its subsidiaries furnished agents reasonable access to Parent its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary or Merger Sub useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the transactions contemplated Business and the Group Company Assets; provided that any such access by this Agreement in accordance Buyer shall not unreasonably interfere with the Confidentiality Agreement, dated October 14, 2004, as amended, between conduct of the Company and Parent (business of the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsGroup Companies.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeSection 5.02(b), the Company shall, Seller Parties shall cause its subsidiaries toafford to Parent, and shall directcause their independent accountants to afford to Parent and Parent’s accountants, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors counsel and other representatives torepresentatives, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at during normal business hours during the period prior to the Closing to all reasonable times to its officers, employeesof the Seller Parties’ assets, properties, offices, plants Contracts and other facilities and to all books, records and informationBusiness Records, and the Seller Parties shall furnish permit Parent and its representatives to make abstracts from and copies of such Contracts and Business Records. During such period, the prospective lenders Seller Parties shall use Commercially Reasonable Efforts to furnish promptly to Parent all other information concerning the Business, assets, properties and other parties involved in personnel of the Financing with all financial, operating and other data and information Seller Parties as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each No party (or its representatives, agents, counsel, accountants or investment bankers) hereto shall disclose to any third party, other than either party’s representatives, agents, counsel, accountants or investment bankers any confidential or proprietary information about the business, assets or operations of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and the other representatives parties to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent this Agreement or Merger Sub in connection with the transactions contemplated hereby, except as contemplated hereby and as may be required by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement")applicable law. The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent parties hereto agree that the Confidentiality Agreement remedy at law for any breach of the requirements of this subsection will be inadequate and that any breach would cause such immediate and permanent damage as would be impossible to ascertain, and, therefore, the parties hereto agree and consent that in the event of any breach of this subsection, in addition to any and all other legal and equitable remedies available for such breach, including a recovery of damages, the non-breaching parties shall remain in full force and effect in accordance with its termsbe entitled to obtain preliminary or permanent injunctive relief without the necessity of proving actual damage by reason of such breach and, to the extent permissible under applicable law, a temporary restraining order may be granted immediately on commencement of such action.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company Genetic Immunity shall, and shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors counsel, financial advisors and other representatives to, afford the officers, employees, auditors and other representatives of to Parent and the prospective lenders and other parties involved in the Financing its representatives reasonable access at all reasonable times during normal business hours during the period prior to the Effective Time of the Merger to its officers, employees, properties, offices, plants and other facilities and to all books, contracts, commitments, personnel and records and informationand, during such period, Genetic Immunity shall, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through cause its officers, employees or representativesand representatives to, furnish promptly to Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Notwithstanding For the foregoingpurposes of determining the accuracy of the representations and warranties of Genetic Immunity set forth herein and compliance by Genetic Immunity of its obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide Genetic Immunity and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable Genetic Immunity to confirm the accuracy of the representations and warranties of Parent set forth herein and compliance by Parent of their obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to Genetic Immunity upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any such investigation or consultation shall be conducted nonpublic information in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)strict confidence. (b) Each No investigation pursuant to this Section 8.01 shall affect any representations or warranties of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent parties herein or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished conditions to the Company in connection with obligations of the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement to until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeTime, the Company shall, and shall cause its subsidiaries Subsidiaries to, (i) provide to Parent, Parent’s Representatives and shall directthe Lenders and their Representatives (provided the Lenders have signed joinders acknowledging and agreeing that they agree to be bound by the terms of the Confidentiality Agreement applicable to “Representatives,” as defined therein) reasonable access, during normal business hours and use its commercially upon prior reasonable efforts written notice, to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesagents, properties, offices, plants offices and other facilities of the Company and its Subsidiaries and to all booksthe books and records thereof (other than, records subject to Section 7.03, any such matters that relate to the negotiation and informationexecution of this Agreement or to transactions alternative to the transactions contemplated by this Agreement); and (ii) furnish Parent, and shall furnish Parent Parent’s Representatives and the prospective lenders Lenders and their Representatives (provided the Lenders have signed joinders acknowledging and agreeing that they agree to be bound by the terms of the Confidentiality Agreement applicable to “Representatives,” as defined therein) with such information concerning its business, properties, contracts, assets, liabilities, personnel and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved or its Representatives may reasonably request in the Financingwriting; provided, through its officershowever, employees or representatives, may from time to time reasonably request. 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 that the Company or its subsidiaries. Neither the Company nor any of its subsidiaries shall not be required to provide access to or to disclose any information where if such access or disclosure would in the reasonable judgment of the Company, after consultation with outside counsel, jeopardize the any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its subsidiaries Subsidiaries, or contravene violate any Law in any material respect or Order (it being agreed understood by the parties that the parties Company shall use their its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation, and shall, to the extent it does not cause such violation withhold access to, or jeopardization)fails to disclose, information in accordance with the foregoing proviso, give notice to Parent of the fact that it has done so) or unreasonably disrupt the business and operations of the Company. (b) Each of All information obtained by Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives pursuant to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement, dated October 14, 2004, except as amended, between the Company and Parent (the "Confidentiality Agreement"otherwise contemplated by Section 7.08(f). The Company will hold and treat and will cause Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its officersRepresentatives. (c) No investigation pursuant to this Section 7.04 shall affect any representation, employeeswarranty, auditors and other representatives to hold and treat covenant or agreement in confidence all non- public documents and information concerning Parent and its subsidiaries furnished this Agreement of any party hereto or any condition to the Company in connection with obligations of the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto.

Access to Information; Confidentiality. (a) From Subject to the requirements of confidentiality agreements with third parties in existence on the date hereof, each of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company parties shall, shall cause its subsidiaries to, and shall direct, and use cause each of its commercially reasonable efforts to cause, its Subsidiaries and its subsidiaries' officers, directors, employees, auditors and other representatives Non-Controlled Subsidiaries to, afford to the other parties and to the officers, employees, auditors accountants, counsel, financial advisors and other representatives of Parent and the prospective lenders and such other parties involved in the Financing parties, reasonable access at during normal business hours prior to the Effective Time of the Merger to all reasonable times to its officers, employees, their respective properties, offices, plants and other facilities and to all books, contracts, commitments, personnel and records and informationand, during such period, each of the parties shall, and shall cause each of its Subsidiaries and its Non-Controlled Subsidiaries to, furnish Parent and promptly to the prospective lenders other parties (a) a copy of each report, schedule, registration statement and other parties involved in document filed by it during such period pursuant to the Financing with requirements of federal or state securities laws and (b) all financialother information concerning its business, operating properties and personnel as such other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, party may from time to time reasonably request. Notwithstanding Within fifteen (15) business days after the foregoingend of each calendar month, Xxxxx shall furnish to Archstone a copy of a regularly prepared financial report which sets forth the aggregate indebtedness outstanding of Xxxxx, the Xxxxx Subsidiaries and the Xxxxx Non-Controlled Subsidiaries (including any additional indebtedness) as of such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations month end. Each of the Company or parties shall, and shall cause its subsidiaries. Neither the Company nor any of Subsidiaries and its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorneyNon-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall Controlled Subsidiaries to, use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors accountants, counsel, financial advisors and other representatives to and affiliates to, hold and treat any nonpublic information in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement which shall remain in full force and effect in accordance with its termspursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof.

Access to Information; Confidentiality. During the Pre-Closing Period, the Stockholders and the Company shall cause the Purchaser and its counsel, accountants and other representatives (acollectively, its "Representatives") From to be given reasonable access during normal business hours to the date assets, books, commitments, agreements, records and files of the Company and the Subsidiary; and the Stockholders shall cause to be furnished to the Purchaser or any of its Representatives during the Pre-Closing Period all documents, or copies thereof, and information concerning the business and affairs of the Company and the Subsidiary relating to that business as the Purchaser or any of its Representatives may reasonably request. Until the sale of the Stock is consummated in accordance with the terms of this Agreement Agreement, the Purchaser shall hold, and cause its Representatives to hold, all information and documents so obtained by the Purchaser or any of its Representatives confidential, except that neither the Purchaser nor any of its Representatives shall be required to keep confidential any information which (i) is or subsequently may become, through no fault of the Purchaser, generally available to the Effective Time public, (ii) was available on a non-confidential basis to Purchaser prior to its disclosure by the Company or the Stockholders or (iii) becomes available to the Purchaser on a nonconfidential basis from a source not bound by any obligation of confidentiality with respect to such information. If this Agreement is terminated during the Pre-Closing Period or otherwise, the Purchaser shall, and shall cause each of its Representatives to, promptly deliver to the Company all information and documents (and copies thereof) furnished to the Purchaser or its Representatives by or on behalf of the Company or otherwise obtained by the Purchaser or any of its Representatives pursuant to this Agreement, and all other information regarding the business and affairs of the Company and the Subsidiary prepared by the Purchaser or its Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding such return or destruction of information, the Purchaser and its Representatives shall continue to be bound by their respective obligations of confidentiality hereunder for a period of three years after such termination. Pending the Closing (or any earlier termination of this Agreement, upon reasonable prior written notice) the Company, the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent Subsidiary and the prospective lenders Stockholders shall keep confidential and other parties involved in after the Financing reasonable access at all reasonable times Closing the Stockholders will not use (except while employed by the Company and for Company purposes) or disclose to its officers, employees, properties, offices, plants others and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, keep confidential any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations Trade Secrets of the Company or its subsidiaries. Neither and the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)Subsidiary. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Except as required by applicable law and as otherwise provided in Section 5.1(d), the date Company shall, and shall cause each of this Agreement its Subsidiaries to, upon reasonable advance notice by Compass to the Company, afford to Compass, and to Compass’s officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable and reasonably prompt access during normal business hours during the period prior to the Effective Time or the earlier termination of this AgreementAgreement to all their respective properties, upon reasonable prior written noticeassets, books, contracts, commitments, Representatives and records and, during such period, the Company shall, and shall cause each of its subsidiaries Subsidiaries to, make available to Compass on a prompt basis (a) a copy of each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of domestic or foreign (whether national, federal, state, provincial, local or otherwise) laws and (b) all other information concerning its business, properties and personnel as Compass may reasonably request (including access to, but not copies of, the work papers of Deloitte & Touche LLP or any prior auditors). Notwithstanding the foregoing, the Company shall directnot be required to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) result in the disclosure of any trade secrets of third parties protected by a fully executed written agreement, a copy of which shall be promptly provided to Compass upon request, (ii) violate any obligation of the Company with respect to confidentiality arising pursuant to a fully executed written agreement with a customer or supplier of the Company, a copy of which shall be promptly provided to Compass upon request (provided that such information may not be withheld if the applicable confidentiality agreement permits the information to be disclosed to a third party that agrees in writing to keep such information confidential, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved Compass does so) or (iii) except as otherwise provided in the Financing reasonable access at all reasonable times to Confidentiality Agreement, jeopardize protections afforded the Company under the attorney-client privilege or the attorney-work-product doctrine. Except as required by law, Compass will hold, and will direct its officers, employees, propertiesinvestment bankers, officesattorneys, plants accountants and other facilities advisors and representatives to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoinghold, any such investigation and all information received from the Company, directly 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officersindirectly, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeClosing, the Company shall, shall (and shall cause its subsidiaries Subsidiaries to, and shall direct, and use its commercially reasonable efforts ): (i) provide to cause, its Buyer (and its subsidiaries' officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives to(collectively, afford “Representatives”)) access at reasonable times upon prior notice to the directors, officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesagents, properties, offices, plants offices and other facilities of the Company and its Subsidiaries (including the Quadrem Group and the Quadrem Subsidiaries) and to all booksthe books and records thereof and (ii) furnish promptly such information concerning the business, records properties, contracts, assets, liabilities, personnel and information, other aspects of the Company and shall furnish Parent its Subsidiaries (including the Quadrem Group and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information Quadrem Subsidiaries) as Parent and the prospective lenders and other parties involved in the Financing, through Buyer or its officers, employees or representatives, Representatives may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not The Seller will permit Buyer and its Representatives to interfere unreasonably meet with the business or operations officers of the Company or and its subsidiaries. Neither Subsidiaries (including the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize Quadrem Group and the attorney-client privilege Quadrem Subsidiaries) responsible for the financial statements and internal controls of the Company and its Subsidiaries (including the Quadrem Group and the Quadrem Subsidiaries) to discuss such matters as Buyer may deem reasonably necessary or appropriate to satisfy its subsidiaries or contravene obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)rules and regulations relating thereto. (b) Each of Parent After the Closing, Buyer shall cause the Quadrem Group and Merger Sub will hold the Quadrem Subsidiaries to: (i) provide to the Company and treat and will cause its Representatives access at reasonable times upon prior notice to the directors, officers, employees, auditors agents, properties, offices and other representatives facilities of the Quadrem Group and the Quadrem Subsidiaries and to hold the books and treat in confidence all documents records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Quadrem Group and the Quadrem Subsidiaries as the Company may reasonably request. The Company shall keep such information confidential and shall cause its subsidiaries furnished Representatives to Parent or Merger Sub not disclose such information in connection any manner whatsoever; provided, however, that (i) the Company may make any disclosure of such information to which the Buyer gives its prior written consent and (ii) any of such information may be disclosed to the Company’s Representatives who need to know such information, who are provided with the transactions contemplated by a copy of this Agreement and who are directed by the Company to treat such information in accordance with this Section 6.02(b). In the Confidentiality event that the Company or its Representatives are required (by oral questions, interrogatories, requests for information or documents in any Proceeding to disclose any such information, the Company shall provide the Buyer with prompt notice of any such request or requirement so that the Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.02(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Buyer, the Company or any of its Representatives are nonetheless, in the written opinion of counsel, legally compelled by any requirement described in the prior sentence to disclose such information to any third party, the Company or its Representative may, without liability hereunder, disclose to such third party only that portion of such information which such counsel advises in writing is legally required to be disclosed, provided that the Company exercises its reasonable best efforts to preserve the confidentiality of the such information, including, without limitation, by cooperating with the Buyer to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information by any third party to which disclosure is made. (c) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Non-Disclosure Agreement, dated October 14June 9, 2004, as amended2008, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsBuyer.

Access to Information; Confidentiality. (a) From the date of this Agreement to the earlier of the Effective Time or and the earlier termination of this Agreement, upon reasonable prior written noticeAgreement in accordance with ARTICLE VII, the Company shall, and shall cause each of its subsidiaries Subsidiaries to, and shall direct, and use its commercially reasonable efforts : (i) provide to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders Merger Sub and other parties involved in the Financing their respective Representatives reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or operations any of its Subsidiaries, upon prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof as Parent and its respective Representatives may reasonably request, (ii) promptly furnish such information concerning the business, properties, Contracts, assets and liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request, (iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the Company and its Representatives to be located at the properties, offices or other facilities of the Company and its Subsidiaries at such times during normal business hours as Parent or its Representatives may reasonably request and (iv) reasonably cooperate with Parent and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of the Company and its Subsidiaries as Parent or its Representatives may reasonably request (provided that communications and meetings by Parent or its affiliates with customers of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries Subsidiaries (other than customers of Parent or its affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand shall to the extent consistent with applicable Laws be made jointly by Parent and the Company and in consultation with the Company or any applicable Subsidiary); provided, however, that the Company shall not be required to provide access to (or to disclose cause any of its Subsidiaries to) afford such access or furnish such information where to the extent that the Company reasonably believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its reasonable best efforts to allow for such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of Third Parties, or jeopardization)(C) breach, contravene or violate any applicable Law. (b) Each of Parent and Merger Sub agrees that it will hold and treat not, and will cause its officersRepresentatives not to, employeesprior to the Effective Time, auditors and use any information obtained pursuant to this Section 5.2 for any competitive or other representatives purpose unrelated to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Merger. The Confidentiality Agreement, dated October 1424, 20042018, as amended, by and between the Company and Parent Castle Creek Pharmaceuticals, LLC, as supplemented by that certain Exclusivity Agreement and Addendum to Nondisclosure Agreement, by and between the Company and Castle Creek Pharmaceuticals, LLC, dated July 15, 2019 and amended on August 26, 2019 (together, the "Confidentiality Agreement"). The Company will hold , shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and treat and will cause its officerstheir Representatives; provided, employees, auditors and other representatives to hold and treat that nothing in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsrestrict Parent's or the Merger Sub's ability to take any of the actions expressly contemplated by this Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company Harbrew New York shall, and shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors counsel, financial advisors and other representatives to, afford to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing its representatives reasonable access at all reasonable times during normal business hours during the period prior to the Effective Time of the Merger to its officers, employees, properties, offices, plants and other facilities and to all books, contracts, commitments, personnel and records and informationand, during such period, Harbrew New York shall, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through cause its officers, employees or representativesand representatives to, furnish promptly to Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Notwithstanding For the foregoingpurposes of determining the accuracy of the representations and warranties of Harbrew New York set forth herein and compliance by Harbrew New York of its obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide Harbrew New York and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable Harbrew New York to confirm the accuracy of the representations and warranties of Parent set forth herein and compliance by Parent of their obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to Harbrew New York upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any such investigation or consultation shall be conducted nonpublic information in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)strict confidence. (b) Each No investigation pursuant to this Section 8.01 shall affect any representations or warranties of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent parties herein or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished conditions to the Company in connection with obligations of the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective Time or the earlier termination of this AgreementClosing Date, upon reasonable prior written noticeSeller will (i) give, and will cause the Company shalland each Subsidiary to give, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to causeBuyer, its and its subsidiaries' officerscounsel, directors, employeesfinancial advisors, auditors and other authorized representatives toreasonable access during normal business hours to the offices, afford properties, books and records of the officersCompany and the Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries, employees(ii) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives of Parent such financial and the prospective lenders operating data and other parties involved in information relating to the Financing reasonable access at all reasonable times to its officers, Company or any Subsidiary as such Persons may reasonably request and (iii) instruct the employees, properties, offices, plants counsel and other facilities and financial advisors of Seller or the Company or any Subsidiary to all books, records and information, and shall furnish Parent and reasonably cooperate with Buyer in its investigation of the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees Company or representatives, may from time any Subsidiary. Any investigation pursuant to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation this Section shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of Seller, the Company or its subsidiaries. Neither the Company nor any of its subsidiaries Subsidiaries. Notwithstanding the foregoing, Buyer shall be required to provide not have access to personnel records of Seller, the Company and the Subsidiaries relating to individual performance or to disclose evaluation records, medical histories or other information where such access which in Seller's good faith opinion is sensitive or the disclosure would jeopardize the attorney-client privilege of which could subject the Company or any Subsidiary to risk of liability. 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 will hold, and will cause its subsidiaries or contravene respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold, any Law nonpublic information provided pursuant to this Section 5.02 in any material respect accordance with the terms of the letter agreement, dated June 23, 1999, between Buyer and Seller (it being agreed the "CONFIDENTIALITY AGREEMENT"); PROVIDED that such obligations of Buyer shall terminate upon the parties Closing. All requests for access to the offices, properties, books and records of Seller shall use their commercially reasonable efforts be made to cause such information representatives of Seller as Seller may designate, who will be solely authorized to be provided in a manner that does not cause coordinate all such violation or jeopardization)requests. (b) Each For a period of Parent ten full years following the Closing Date, Seller and Merger Sub its Affiliates will hold and treat hold, and will cause instruct its officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless in their reasonable judgment they are compelled to disclose by judicial or administrative process or by other representatives to hold and treat in confidence requirements of law, all confidential documents and information concerning the Company and the Subsidiaries, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or its subsidiaries furnished Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to Parent its prior ownership of the Company and the Subsidiaries. The obligation of Seller to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as Seller would take to preserve the confidentiality of its own similar information. (c) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its non-privileged books of account, financial and other records (including, without limitation, accountant's work papers, subject to such limitations as such accountants may impose in accordance with customary practice), information, employees and auditors to the extent necessary or Merger Sub 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 conduct of the business of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsforegoing.

Access to Information; Confidentiality. (a) From the date of this Subject to Section 5.02(b) and that certain Mutual Non-Disclosure Agreement to the Effective Time dated on or the earlier termination of this Agreementabout July 13, upon reasonable prior written notice2004, by and between Parent and Seller, the Company shallSeller shall afford to Parent, and shall cause its subsidiaries toindependent accountants to afford to Parent and Parent’s accountants, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors counsel and other representatives torepresentatives, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at during normal business hours during the period prior to the Closing to all reasonable times to its officers, employeesof the Seller’s assets, properties, offices, plants Contracts and other facilities and to all books, records and informationBusiness Records, and the Seller shall furnish permit Parent and its representatives to make abstracts from and copies of such Contracts and Business Records. During such period, the prospective lenders Seller shall use Commercially Reasonable Efforts to furnish promptly to Parent all other information concerning the Business, assets, properties and other parties involved in personnel of the Financing with all financial, operating and other data and information Seller as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each No party (or its representatives, agents, counsel, accountants or investment bankers) hereto shall disclose to any third party, other than either party’s representatives, agents, counsel, accountants or investment bankers any confidential or proprietary information about the business, assets or operations of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and the other representatives parties to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent this Agreement or Merger Sub in connection with the transactions contemplated hereby, except as contemplated hereby and as may be required by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement")applicable law. The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent parties hereto agree that the Confidentiality Agreement remedy at law for any breach of the requirements of this subsection will be inadequate and that any breach would cause such immediate and permanent damage as would be impossible to ascertain, and, therefore, the parties hereto agree and consent that in the event of any breach of this subsection, in addition to any and all other legal and equitable remedies available for such breach, including a recovery of damages, the non-breaching parties shall remain in full force and effect in accordance with its termsbe entitled to obtain preliminary or permanent injunctive relief without the necessity of proving actual damage by reason of such breach and, to the extent permissible under applicable law, a temporary restraining order may be granted immediately on commencement of such action.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeExcept if prohibited by any applicable Law, the Company shall, and shall cause its subsidiaries each of the Company Subsidiaries to, afford to Parent and to Parent’s Representatives reasonable access 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 business of the Company and the Company Subsidiaries) during the period prior to the Effective Time to all their respective properties, books and records, Contracts and personnel and, during such period, the Company shall, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives cause each Company Subsidiary to, afford furnish, as promptly as reasonably practicable, to Parent copies of all correspondence between the officersCompany or any Company Subsidiary and any party to a Contract with regard to any action, employeesconsent, auditors approval or waiver that is actually or purportedly required to be taken or obtained with respect to such Contract in connection with the consummation of the Transactions and all other representatives of Parent information concerning its business, properties and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information personnel as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request; provided, however, that any reasonable out-of-pocket and documented expenses arising from affording any such access or furnishing any such information shall be paid by Parent. Notwithstanding the foregoingimmediately preceding sentence, 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 neither the Company nor any of its subsidiaries the Company Subsidiaries shall be required to provide afford access or furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) relating to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or to disclose information other materials prepared by or for the Company Board) where the Company Board discussed the Transactions or any similar transaction involving the sale of the Company to, or combination of the Company with, any other Person or (c) the Company determines in good faith that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of the Company or its subsidiaries any of the Company Subsidiaries or contravene any Law violate applicable Law; provided, in any material respect the case of clauses (it being agreed a) and (c), that the parties Company shall use their its commercially reasonable efforts to cause make alternative arrangements to afford such access or furnish such information without breaching such confidentiality agreement, jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 6.02 shall be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives subject to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, confidentiality letter agreement dated October 1425, 2004, as amended2014, between the Company and Parent (the "“Confidentiality Agreement"”). The Company will hold No investigation by Parent or its Representatives shall affect or be deemed to modify or waive the representations and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to warranties of the Company set forth in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeClosing, the Company and Seller shall, shall cause its subsidiaries tosubject to applicable Law, (i) give, and shall directwill cause the Company’s Subsidiaries to give, and use its commercially reasonable efforts to causeParent, its and its subsidiaries' officerscounsel, directors, employeesfinancial advisors, auditors and other authorized representatives toreasonable access to the offices, afford properties, books and records of the officersCompany and its Subsidiaries and to the books and records of Seller relating to the Company and its Subsidiaries, employees(ii) furnish, and shall cause the Company’s Subsidiaries to furnish, to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company and its Subsidiaries as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Parent Seller and the prospective lenders Company and other parties involved its Subsidiaries to cooperate with Parent in its investigation of the Financing reasonable access at all reasonable times to Company and its officers, employees, properties, offices, plants and other facilities and to all books, records and informationSubsidiaries, and shall furnish (iv) use reasonable best efforts to cooperate with Parent in establishing network conversion and the prospective lenders switching conversion arrangements and implementing other parties involved in the Financing with all financial, operating transitional arrangements and other data and information integration plans as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time reasonably requested by Parent. Any investigation pursuant to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation this Section 4.4(a) shall be conducted in such a manner as not to interfere unreasonably with the business or operations conduct of the Company business of Seller or its subsidiaries. Neither the Company nor any of and its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization)Subsidiaries. (b) Each of Parent After the Closing, Seller and Merger Sub will hold its Affiliates shall hold, and treat and will shall use their reasonable best efforts to cause its 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 representatives to hold and treat in confidence requirements of law, all confidential documents and information concerning the Company and its subsidiaries furnished Subsidiaries, except to Parent the extent that such information can be shown to have been (i) in the public domain through no fault of Seller or Merger Sub its Affiliates or (ii) later lawfully acquired by Seller on a non-confidential basis from sources other than those related to Seller’s prior ownership of the Company and its Subsidiaries. The obligation of Seller and its Affiliates to hold any such information in connection confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the transactions confidentiality of their own similar information. After the Closing, Seller shall not, shall cause its Affiliates not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents not to, use any confidential information concerning the Company and its Subsidiaries for its or their own benefit, other than as contemplated by this Agreement in accordance with Agreement. (c) At or prior to the Confidentiality AgreementClosing, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished Seller shall deliver to the Company any financial or other records (including accountant’s work papers) in connection with the transactions contemplated by this Agreement in accordance with possession of Seller that relate primarily to the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with or its termsSubsidiaries.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeAgreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives Subsidiaries to, afford to Parent, its Financing Sources and their respective Representatives reasonable access, during normal business hours, on reasonable prior notice and in a manner as shall not unreasonably interfere with the officersbusiness or operations of the Company or any Subsidiary thereof, employees, auditors and other representatives of Parent and to the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants offices and other facilities and to all books, records and informationother assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish as promptly as reasonably practicable to Parent and its Financing Sources such other information concerning the prospective lenders business and other parties involved in properties of the Financing with all financial, operating Company and other data and information its Subsidiaries as Parent and the prospective lenders and other parties involved in the Financing, through or its officers, employees or representatives, Financing Sources may reasonably request from time to time reasonably request. Notwithstanding the foregoingtime, other than any such investigation information that relates to the negotiation and execution of this Agreement or consultation (except as required under Section 5.03) to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other parties relating to any competing or alternative transactions, provided, however, that neither Parent nor Parent’s Representatives shall be conducted in such a manner as not permitted to interfere unreasonably with the business conduct any environmental or operations of the Company or its subsidiariesotherwise intrusive sampling. Neither the Company nor any of its subsidiaries Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) jeopardize the protection of attorney-client privilege of the Company privilege, competitively sensitive information or its subsidiaries trade-secrets or contravene any Law or (ii) violate any of the Company’s or its Subsidiaries’ Contracts containing confidentiality obligations prohibiting such disclosure, except that, in any material respect the case of clause (it being agreed that i) or (ii), the parties Company and its Subsidiaries shall use their commercially reasonable best efforts to cause minimize the effects of such information restriction or to be provided in provide a manner that does not cause reasonable alternative to such violation access. No investigation shall affect the Company’s representations and warranties contained herein, or jeopardization)limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (b) Each of Prior to the Effective Time, Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company shall comply with, and its subsidiaries furnished shall cause their respective Representatives to Parent or Merger Sub in connection with comply with, all of their respective obligations under the transactions contemplated by Confidentiality Agreement, dated May 26, 2015, between Xxxxxxxxx Management Company LLC and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsterms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon Upon reasonable prior written notice, the Company shall, shall (and shall cause each of its subsidiaries Subsidiaries to, and shall direct, and use its commercially reasonable efforts ) afford to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the prospective lenders and other parties involved in period prior to the Financing reasonable access at all reasonable times Effective Time, to its officers, employeesthe premises, properties, officesbooks, plants records, Tax Returns, Contracts and other facilities documents and to all booksfinancial, records operating and informationother data of the Company and its Subsidiaries as may reasonably be requested and, during such period, shall (and shall cause each of its Subsidiaries to) furnish Parent and the prospective lenders and other parties involved in the Financing with promptly to such Representatives all financial, operating and other data information concerning the business, properties and personnel of the Company and its Subsidiaries; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information as to Parent or Sub if such disclosure would (a) violate applicable Law or the provisions of any material agreement to which the Company or any of its Subsidiaries is a party or (b) require the Company or any of its Subsidiaries to disclose any information subject to attorney-client or other legal privilege; provided further, that the parties will make reasonable, appropriate substitute arrangements where clauses (a) and (b) of this Section 6.2 apply, including by providing a factual basis for the prospective lenders and other parties involved underlying circumstances which resulted in the Financingclaim of any privilege; provided further, through that nothing herein shall authorize Parent or its officersRepresentatives to undertake any intrusive environmental sampling at any of the properties owned, employees operated or representatives, may from time to time reasonably request. Notwithstanding leased by the foregoing, any such investigation Company or consultation shall be conducted in such a manner as not to interfere unreasonably with its Subsidiaries without the business or operations advance approval of the Company or its subsidiariesSubsidiaries. Neither the Company nor No investigation hereunder shall in any manner constitute a waiver by Parent or any of its subsidiaries shall be required Affiliates or Representatives of any of their rights contained in Section 6.9(e), Article IX or any of the conditions precedent to provide access the obligation of the Parent and Sub to consummate the Merger, including the conditions contained in Section 7.2, or to disclose information where such access constitute a cure of any breach of any representation, warranty or disclosure would jeopardize the attorney-client privilege covenant of the Company or its subsidiaries or contravene any Law in any material respect contained herein. The confidentiality and nondisclosure agreement, dated April 4, 2011 (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the “Confidentiality Agreement, dated October 14, 2004, as amended”), between the Company and Parent (shall apply with respect to information furnished by the "Confidentiality Agreement"). The Company will hold Company, its Subsidiaries and treat and will cause its the Company’s officers, employees, auditors employees and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsRepresentatives hereunder.

Access to Information; Confidentiality. Section 5.6.1 Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (a) From which such person shall use its reasonable best efforts to cause the counterparty to waive), from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeTime, the Company shall, and shall cause its subsidiaries toeach Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, and shall directagents and other representatives (collectively, the "Company Representatives") to (A) provide to Parent and use its commercially reasonable efforts to cause, its Merger Sub and its subsidiaries' their respective officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and other representatives to(collectively, afford the "Parent Representatives") access at reasonable times upon prior notice to the officers, employees, auditors agents, properties, offices and other representatives facilities of such party and its subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request, except in each case for information relating to the Company's pending patent applications and trade secrets. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or any Parent Subsidiary is a party (which such person shall use its reasonable best efforts to cause the counterparty to waive), from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Parent Subsidiary and each Parent Representative to (A) provide to the Company and the prospective lenders and other parties involved in the Financing reasonable Company Representatives access at all reasonable times upon prior notice to its the officers, employees, agents, properties, offices, plants offices and other facilities of such party and its subsidiaries and to all booksthe books and records thereof and (B) furnish promptly such information concerning the business, records properties, contracts, assets, liabilities, personnel and informationother aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request, except in each case for information relating to Parent's pending patent applications and trade secrets. No investigation conducted pursuant to this Section 5.6.1 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Section 5.6.2 With respect to the information disclosed pursuant to Section 5.6.1, the parties shall comply with, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with cause their respective Representatives to comply with, all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with respective obligations under the Confidentiality Agreement, dated October 14, 2004, as amended, between Agreement previously executed by the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Subject to Section 8.01, from the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written noticeArticle 12, the Company shallSeller Companies, shall cause its subsidiaries tothe Founder and the Onshore Companies will (i) give, and shall directwill cause each other Group Company to give, and use its commercially reasonable efforts to causeBuyer, its and its subsidiaries' officerscounsel, directors, employeesfinancial advisors, auditors and other authorized representatives toreasonable access to the offices, afford the officersproperties, employeesbooks and records of each Group Company, (ii) furnish, and will cause each Group Company to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives of Parent such financial and the prospective lenders operating data and other parties involved in information relating to any Group Company as such Persons may reasonably request and (iii) instruct the Financing reasonable access at all reasonable times to its officers, employees, propertiescounsel and financial advisors of each Group Company to reasonably cooperate with Buyer in its investigation of the Group; provided that, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoingeach case, any such investigation access or consultation furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of personnel of Seller Companies or the Group Companies and in such a manner as not to interfere unreasonably with the business or normal operations of the Company or its subsidiariesbusiness of the Group Companies. Neither Notwithstanding anything to the Company nor any of its subsidiaries contrary in this Agreement, Seller Companies, Founder and the Group Companies shall not be required to provide access disclose any information to or to disclose information where Buyer if such access or disclosure would would, in Seller’s good faith judgment, (i) jeopardize the any attorney-client or other legal privilege of the Company or its subsidiaries or (ii) contravene any Law in Applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any material respect representation, warranty or agreement given or made by the Seller Companies, the Founder and the Group Companies hereunder. (it being agreed that b) After the parties shall Closing, the Seller Companies and their Affiliates will hold, and will use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless any such party reasonably believes, after consulting with its counsel, that disclosure is required pursuant to any listing agreement with any securities exchange or any securities exchange regulation or by judicial or administrative process or by other representatives to hold and treat in confidence requirements of law, all confidential documents and information concerning the Buyer, any Group Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement and the other Transaction Documents, except to the extent that such information is required to file a Tax Return or was (i) previously known on a non-confidential basis by the Seller Companies, (ii) in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between public domain through no fault of the Company and Parent Seller Companies or their Affiliates or (iii) later lawfully acquired by the "Confidentiality Agreement")Seller Companies from sources other than those related to their prior ownership of the Group Companies. The Company will hold obligation of the Seller Companies and treat and will cause its officers, employees, auditors and other representatives their Affiliates to use commercially reasonable efforts to hold and treat any such information in confidence all non- public documents shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) In order to facilitate the resolution of any claims made against or incurred by Buyer relating to the Group Companies, from and information concerning Parent after the Closing Date until the second anniversary thereof, the Seller Companies will provide Buyer and its subsidiaries furnished authorized representatives with reasonable access, during normal business hours, to the Company books and records of the Seller Companies (but only to the extent relating to the Group Companies with respect to periods prior to the Closing Date), in connection with any matter relating to or arising out of this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (including for audit purposes); provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of the Seller Companies. Unless otherwise consented to in writing by Buyer, the Seller Companies shall not, for a period of two years following the Closing Date, destroy, alter or otherwise dispose of any books and records relating to the Group Companies, or any portions thereof, relating to periods prior to the Closing Date, without first giving reasonable prior notice to Buyer and offering to surrender to Buyer such books and records or such portions thereof. (d) In order to facilitate the resolution of any claims made against or incurred by Seller relating to the Group Companies, from and after the Closing Date until the second anniversary thereof, the Offshore Companies, WFOE and the Onshore Companies shall cause the Group Companies to provide Seller and its authorized representatives with reasonable access, during normal business hours, to the books and records of the Group Companies with respect to periods prior to the Closing Date in connection with any matter relating to or arising out of this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (including for audit purposes). Unless otherwise consented to in accordance with writing by Seller, the Confidentiality Agreement. The Company and Parent Onshore Companies agree that they shall not permit any of the Confidentiality Agreement shall remain in full force Group Companies to, for a period of two years following the Closing Date, destroy, alter or otherwise dispose of any books and effect in accordance with its termsrecords of the Group Companies, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to Seller and offering to surrender to Seller such books and records or such portions thereof.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company The Seller shall, and -------------------------------------- shall cause its subsidiaries to, the DMS Companies and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives the DMS Subsidiaries to, afford to the officers, employees, auditors Purchaser and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, accountants, counsel, financial advisors and other representatives reasonable access (subject, however, to existing confidentiality and similar non-disclosure obligations) during normal business hours and upon reasonable notice during the period prior to the Closing to all of the Seller's, the DMS Companies' and the DMS Subsidiaries' properties, offices, plants and other facilities and to all books, contracts, commitments, Tax Returns and records (but not its customer database) and informationshall permit them to consult with the respective officers, employees, auditors, actuaries and attorneys of the Seller, the DMS Companies and the DMS Subsidiaries. During such period, the Seller shall, and shall furnish Parent cause the DMS Companies and the prospective lenders DMS Subsidiaries to, furnish as promptly as practicable to the Purchaser (a) the actuarial valuation opinions and other parties involved reports referred to in the Financing with all financial, operating and other data and information as Parent Section 2.2(r)(i) and the prospective lenders analyses, reports and data referred to in Section 2.2(r)(ii) for the year ended December 31, 2000; and (b) such other parties involved in information (subject, however, to existing confidentiality and similar non-disclosure obligations) concerning the FinancingBusiness and the DMS Companies' and the DMS Subsidiaries' properties, through its officers, employees or representatives, operations and personnel as the Purchaser may from time to time reasonably request. Notwithstanding Except as required by Law, the foregoingPurchaser will hold, 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its directors, officers, employees, auditors accountants, counsel, financial advisors and other representatives and Affiliates to hold and treat hold, any non- public information obtained from the Parent, the Seller, any DMS Company or any DMS Subsidiary in confidence all documents to the extent required by, and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreementprovisions of, the agreement, dated October 14June 19, 2004, as amended2000, between the First AUSA Life Company and the Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors ) with respect to confidentiality and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its termsmatters.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time Time, except as otherwise prohibited by applicable Law or the earlier termination terms of this Agreement, upon reasonable any Contract entered into prior written notice, to the Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees date hereof or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably entered into with the business or operations of United States federal government to which the Company or its subsidiaries. Neither the any Company nor any of its subsidiaries shall Subsidiary is a party or as would be required reasonably expected to provide access to or to disclose information where such access or disclosure would jeopardize violate the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect a Company Subsidiary (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardizationprohibition). (b) Each of , the Company shall, and shall cause the Company Subsidiaries to, afford to Parent and Merger Sub will hold and treat and will cause its officersdirectors, employees, auditors representatives, financial advisors, lenders, legal counsel, accountants and other representatives advisors and representatives, to hold have such access to the books and treat in confidence all documents records, financial, operating and information concerning other data, assets, properties, facilities, plants, offices, employees, auditors, authorized representatives, business and operations of the Company and the Company Subsidiaries as Parent may reasonably request, including access by Parent and its subsidiaries furnished representatives to Parent or Merger Sub supporting documentation with respect to the preparation of the financial statements included in connection the Required Financial Information and, with the transactions contemplated consent of the auditor, the independent auditor's work papers relating to such financial statements. Any such investigation and examination shall be conducted at reasonable times upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company's business. In order that Parent may have full opportunity to make such investigation and, provided such persons are bound by this Agreement in accordance with the Confidentiality Agreementconfidentiality agreements, dated October 14as of May 3, 2004, as amended2006, between Sponsors and the Company and Parent (the "Confidentiality AgreementAgreements"), or have otherwise agreed to be bound to the provisions of such agreement applicable to representatives, the Company shall furnish the representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request. The Company will hold information and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished so provided shall be subject to the Company terms of the Confidentiality Agreements. No investigation or disclosure pursuant to this Section 6.3 or otherwise shall affect any representation, warranty, covenant in connection with the transactions contemplated by this Agreement in accordance of any party hereto (or the remedies with respect thereto) or any condition to the Confidentiality obligations of the parties under this Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Subject to applicable law, SurgiCare and IPS each will, and will cause each of their respective Subsidiaries to, afford to the date of this Agreement other party, and to the other party's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives, upon reasonable notice, reasonable access during normal business hours during the period prior to the Effective Time or the earlier termination to all their respective properties, books, contracts, commitments, personnel and records and, during such period, SurgiCare and IPS each will, and will cause each of this Agreement, upon reasonable prior written notice, the Company shall, shall cause its subsidiaries their respective Subsidiaries to, furnish promptly to the other party such information concerning its business, properties, assets, customers, consultants and shall directpersonnel as the other party may reasonably request. SurgiCare and IPS each hereby consents, and use its commercially reasonable efforts will cause each of their respective Subsidiaries to causeconsent, its to the other party and its subsidiaries' officers, directors, employees, auditors and the other representatives to, afford the party's officers, employees, auditors accountants, counsel, financial advisors, financing sources and other representatives of Parent and the prospective lenders and other parties involved contacting, in the Financing a reasonable access at all reasonable times to its officersfashion, members, employees, propertieslenders and landlords of SurgiCare or IPS, offices, plants and other facilities and to all books, records and informationas the case may be, and shall furnish Parent such Subsidiaries and will, upon reasonable notice from the prospective lenders and other parties involved in the Financing with all financialparty, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, any request 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officersmembers, employees, auditors lenders and landlords to cooperate during normal business hours during the period prior to the Effective Time with any reasonable requests made by or on behalf of the other representatives party. Any confidential information provided to hold SurgiCare or IPS hereunder will be subject to the terms of the Non-Disclosure and treat in confidence all documents Confidentiality Agreement between SurgiCare and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality AgreementIPS dated June 18, dated October 14, 2004, as amended, between the Company and Parent 2003 (the "Confidentiality Agreement"). The Company will hold ; provided that SurgiCare, Merger Sub and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and IPS may disclose such information concerning Parent and its subsidiaries furnished to the Company as may be necessary in connection with seeking required statutory approvals. Notwithstanding the transactions contemplated foregoing, each of the parties hereto shall not be required to provide any information which it reasonably believes it may not provide to such other party by reason of applicable Law, rules or regulations, which constitutes information protected by attorney/client privilege, or which each of the parties hereto is required to keep confidential by reason of contract, agreement or understanding with third parties; provided that, with respect to any such information, each of the parties hereto shall, or shall cause the relevant Subsidiary to, provide the maximum amount of that information (or shall endeavor to otherwise convey that information in a manner) that is consistent with the applicable Law, rule or regulation, the maintenance of that privilege or the terms of the relevant contract, as applicable. No investigation pursuant to this Section 6.02 shall affect or be deemed to modify any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the Confidentiality Agreement. The Company and Parent agree that obligations of the Confidentiality Agreement shall remain in full force and effect in accordance with its termsparties hereto.

Access to Information; Confidentiality. Section 5.6.1 Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Aviza or any Aviza Subsidiary is a party (a) From which such entity shall use its commercially reasonable efforts to cause the counterparty to waive), from the date of this Agreement to the Effective Time or the earlier termination of this AgreementTime, upon reasonable prior written notice, the Company Aviza shall, shall cause its subsidiaries to, and shall directcause each Aviza Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, and agents and other representatives (collectively, the “Aviza Representatives”) to (A) provide to Trikon and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Trikon Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as Trikon or the Trikon Representatives may reasonably request. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Trikon or any Trikon Subsidiary is a party (which such entity shall use its commercially reasonable efforts to causecause the counterparty to waive), its from the date of this Agreement to the Effective Time, Trikon shall, and its subsidiaries' officers, directors, employees, auditors shall cause each Trikon Subsidiary and other representatives to, afford each of the Trikon Representatives to (A) provide to Aviza and the Aviza Representatives access at reasonable times upon prior notice to the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access at all reasonable times to its officers, employeesagents, properties, offices, plants offices and other facilities of such party and its subsidiaries and to all booksthe books and records thereof and (B) furnish promptly such information concerning the business, records properties, contracts, assets, liabilities, personnel and informationother aspects of such party and its subsidiaries as Aviza or the Aviza Representatives may reasonably request. No investigation conducted pursuant to this Section 5.6.1 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Section 5.6.2 With respect to the information disclosed pursuant to Section 5.6.1 hereof, the parties shall comply with, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with cause their respective Representatives to comply with, all financial, operating and other data and information of their respective obligations under that certain Confidentiality Agreement dated as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, may from time to time reasonably request. 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 any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any Law in any material respect (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14July 19, 2004, by and among Trikon, Aviza and VantagePoint Venture Partners, as amended, between the Company and Parent amended (the "“Confidentiality Agreement"”). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From Subject to the date provisions of this Section 5.02, during the period from the Agreement Date until the Closing Date, Parent shall, and shall cause its Affiliates to, to the Effective Time or the earlier termination of this Agreementextent permitted by Applicable Law: (i) grant Buyer and its Representatives reasonable access, during normal business hours and upon reasonable prior written notice, to the Company shallemployees (including Business Employees), shall cause its subsidiaries tooffices, properties, facilities, agreements, permits, records, books and shall direct, and use its commercially reasonable efforts to cause, its and its subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives affairs of Parent and its Affiliates, solely to the prospective lenders extent relating to the Business, the Purchased Assets or the Assumed Liabilities, as Buyer and other parties involved in the Financing reasonable access at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books, records and information, and shall furnish Parent and the prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its officers, employees or representatives, Representatives may from time to time reasonably request. Notwithstanding ; and (ii) furnish to Buyer and its Representatives such additional financial, technical and operating data and other non-public information concerning the foregoingBusiness (including with respect to the Brazil Matter, any such investigation solely to the extent then known by Parent (with no obligation of due inquiry or consultation shall be conducted otherwise)) as Buyer and its Representatives may from time to time reasonably request, in such a manner as not to interfere unreasonably with the business or operations each case for purposes of Buyer’s review of the Company Business, the Purchased Assets or the Assumed Liabilities, or consummating the Contemplated Transactions. (b) Subject to the provisions of this Section 5.02, for six (6) years from the Closing Date, Parent shall, and shall cause its Affiliates to, to the extent permitted by Applicable Law, afford Buyer and its Representatives reasonable access to the books and records of Parent and its Affiliates relating to the Purchased Assets, the Assumed Liabilities and the Business for pre-Closing periods during normal business hours, upon reasonable notice, in connection with (i) the preparation of financial statements, (ii) the preparation of any documents or materials as reasonably required for the Buyer to comply with any Applicable Laws or (iii) the defense or assertion of claims against or brought by third parties (other than Parent and its Affiliates). (c) Notwithstanding anything in this Agreement to the contrary: (i) nothing herein shall require Parent to furnish to Buyer or its subsidiaries. Neither the Company nor any of Representatives or provide Buyer or its subsidiaries shall be required to provide Representatives access to or to disclose information where (A) in instances when counsel for Parent reasonably concludes that such access or disclosure would jeopardize the attorney/client or attorney work-client product privilege of Parent or any of its Affiliates (provided, that Parent acknowledges and agrees that any privileged materials and information relating to the Company Brazil Matter are covered by the common-interest doctrine and may be shared with Buyer and its Representatives pursuant to such doctrine), (B) that conflicts with any written confidentiality agreements to which Parent or any of its Affiliates is bound (provided, that Parent shall use its best efforts to facilitate disclosure in compliance with the terms of such written confidentiality agreements, including, without limitation, seeking consents or waivers from the counterparties thereto) or (C) that counsel for Parent reasonably concludes may contravene Applicable Laws or violate a protective Order; (ii) neither Buyer nor any of its Representatives shall have access to (A) personnel records of Parent or its subsidiaries Affiliates relating to individual performance or contravene evaluation records, medical histories or records or other information in Parent’s good faith opinion, in accordance with advice from counsel, is sensitive or the disclosure of which could subject Parent or its Affiliates to risk of material Liability, or (B) any Law consolidated, combined, affiliated or unitary Tax Return of Parent or any of its Affiliates, or any workpapers, supporting documents, or other information or data with respect thereto or any Tax Return not related to the Business; (iii) the investigation contemplated by Section 5.02(a) and Section 5.02(b) shall not unreasonably interfere with the businesses, personnel or operations of Parent or its Affiliates or, before the Closing, the Business; (iv) the auditors and accountants of Parent shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; (v) before the Closing, Buyer shall not conduct, or permit its Affiliates or their respective Representatives to conduct, without the prior written consent of Parent, which consent Parent may withhold for any reason, any intrusive or subsurface environmental sampling, testing or investigation at any property affiliated with Parent, including any sampling or testing of air, surface water, groundwater, soil, building materials or anything else at or in connection with any property; (vi) before the Closing, without the prior written consent of Parent (not to be unreasonably withheld), neither Buyer nor any of its Affiliates or their respective Representatives shall contact any landlords of, employees of, suppliers to, distributors to, or customers of the Business or Parent or any of its Affiliates in connection with or with respect to this Agreement, any other Transaction Document or any Contemplated Transactions or otherwise discuss the operations of the Business; provided, however, that Parent shall, and shall cause its Affiliates to, reasonably cooperate with Buyer and its Representatives to facilitate contact with certain landlords, employees, suppliers, distributors and customers of the Business regarding this Agreement or the Contemplated Transactions to the extent reasonably requested in advance by Buyer; provided, further, notwithstanding anything to the contrary herein, this provision shall not in any material way be deemed to impede, prohibit, or otherwise interfere with Buyer’s and/or its applicable Affiliates’ performance, rights and obligations under any Contract with any Seller or other arrangement relating to the Business that is in effect as of the Agreement Date or comes into effect between the Agreement Date and the Closing Date; and (vii) Parent shall not be required, before the Closing, to disclose, or cause or seek to cause the disclosure of, to Buyer or its Affiliates or their respective Representatives (or provide access to any properties, books or records of Seller or any of its Affiliates that would reasonably be expected to result in the disclosure to such Persons or others of) any competitively sensitive information or any confidential or proprietary information relating to trade secrets, proprietary know-how, processes, trademark, trade name, service xxxx or copyright applications or product development, or pricing and marketing plans, nor shall Parent be required to permit or cause or seek to cause others to permit Buyer or its Affiliates or their respective Representatives to have access to or to copy or remove from the properties of Parent or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential or proprietary information. (d) If so requested by Parent, Buyer shall enter into a customary joint defense agreement or common interest agreement with Parent with respect to any information provided to Buyer, or to which Buyer gains access, pursuant to this Section 5.02 or otherwise. (it being agreed e) For clarity, Parent shall have the right to retain copies of the Transferred Proprietary Information after the Closing Date as reasonably anticipated by Parent (in its sole discretion) to be necessary to (i) perform any of its and its Affiliates’ obligations under this Agreement or the Transition Services Agreement, (ii) comply with Applicable Law, (iii) respond to or defend against ongoing Proceedings before any Governmental Authority or any other Person, (iv) satisfy and discharge the Excluded Liabilities and (v) make all required Tax filings and responses to Tax inquiries. From and after the Closing Date, Parent shall, and shall cause its Affiliates to, treat and hold as confidential all non-public or confidential information relating to the Business (including copies of Transferred Proprietary Information held in accordance with this Section 5.02), Buyer or its Affiliates and any other proprietary or confidential information disclosed to Parent or any of its Affiliates in connection with this Agreement and the Contemplated Transactions (collectively, the “Buyer Confidential Information”), in confidence and not disclose to any other Person or use any such information for any reason or purpose. In the event Parent or any of its Affiliates are requested or are 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 Buyer Confidential Information, then Parent shall, to the extent legally permitted, notify Buyer promptly of the request or requirement so that Buyer, at its expense, may object to disclosure or seek an appropriate protective Order or waive compliance with this Section 5.02(e) (and Parent shall cooperate, and shall cause its Affiliates to cooperate, with Buyer in seeking such protection, at Buyer’s sole expense). If, in the parties absence of a protective Order or receipt of a waiver hereunder, Parent or one of its Affiliates is, on the written advice of counsel, compelled to disclose such Confidential Information, Parent or its applicable Affiliate, as the case may be, may disclose such Confidential Information; provided that Parent shall, and shall cause its Affiliates to, use their commercially reasonable efforts to cause narrow such disclosure to only such Confidential Information legally required to be disclosed and to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information. Notwithstanding the foregoing, the provisions of this Section 5.02(e) shall not apply to information that (A) is or becomes publicly available other than as a result of a disclosure by Parent or any of its Affiliates in violation of this Agreement, (B) is or becomes available to Parent on a non-confidential basis from a source that, to the Knowledge of Sellers, is not prohibited from disclosing such information by a legal, contractual, professional or fiduciary obligation or (C) is or has been independently developed by Parent (other than in relation to be provided in a manner that does not cause such violation or jeopardizationthe Business). (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 14, 2004, as amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non- public documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.