Common use of Access to Information Clause in Contracts

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof Agreement Date until the earlier of the Effective Share Acceptance Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeAgreement, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any cause each of its Subsidiaries or any to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of their respective Representatives to disclose any information that would cause a loss of attorney-clientthe Parent and the Purchaser reasonable access, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels materially disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries. Any , during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that is obtained pursuant to this Section 8.06 nothing herein shall require the Company or any other provision of this Agreement shall be subject its Subsidiaries to disclose any information to the terms Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Confidentiality Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated May 17April 28, 20062010, by and between Parent the Company and the Company Parent (the “Confidentiality Agreement”)) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and each party hereto will comply with the terms of Company’s Representatives (as defined in the Confidentiality Agreement, whether or not a party thereto).

Access to Information. From Subject to applicable Law, including Antitrust Law, during the period from the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant Agreement, Parent will be entitled, through its employees and Representatives, to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable have such access during normal business hours to the officesassets, properties, books business, operations, personnel and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to each Company Subsidiary as is reasonably cooperate necessary in connection with Parent in its Parent’s investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant with respect to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderhereby. Any such investigation and examination will be conducted during normal business hours upon reasonable advance notice, shall affect or be deemed to modify any representation or warranty made by at Parent’s expense and under the supervision of appropriate personnel of the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct normal operation of the business of the Company, and will be subject to the Company’s reasonable security measures and insurance requirements, except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the Company’s business, and the Company will cooperate fully therein. No investigation by Parent will diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. The Company will 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 and cause its SubsidiariesRepresentatives to cooperate fully with such representatives of Parent in connection with such investigation. Any Nothing herein will require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to disclose such information on a basis that is obtained does not waive such privilege with respect thereto), (ii) contravene any applicable Law (so long as the Company has used reasonable best efforts to provide such information in a way that does not contravene applicable Law) or (iii) result in the disclosure of any Trade Secrets of third parties; provided, that information will be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 176.2, 2006, between Parent and the Company (the “Confidentiality Agreement”)will comply with, and each party hereto will instruct Parent’s Representatives to comply with the terms with, all of its obligations under the Confidentiality Agreement, whether or not a party thereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time Closing Date, Seller and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall Selling Subsidiaries will (i) give Parent give, and will cause the Sold Entities to give, Buyer and its Representatives reasonable access during normal business hours to the offices, properties, books and records (including Contracts) of such party the Sold Entities and to the books and records and employees of Seller and its SubsidiariesAffiliates relating to the Sold Entities, (ii) furnish furnish, and will cause the Sold Entities to Parent furnish, to Buyer and its Representatives such financial and operating data and other information relating to the Sold Entities as such Persons may reasonably request, request and (iii) instruct designated employees, counsel and financial advisors of Seller, the Representatives of the Company Sold Entities and its Subsidiaries Seller’s other Affiliates to reasonably cooperate with Parent Buyer in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable LawSold Entities. Any investigation pursuant to this Section 8.06 5.02 shall (i) be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and the Company Sold Entities and, to the extent so requested by Seller, under the supervision of a Representative of Seller and its Subsidiaries(ii) not be conducted without prior notice to, and approval of, Seller. Any Notwithstanding the foregoing, Buyer shall not (x) have access to personnel records of Seller or the Sold Entities relating to individual performance or evaluation records, medical histories or other information that which in Seller’s good faith opinion is obtained pursuant to this Section 8.06 sensitive or the disclosure of which could subject Seller or any of its subsidiaries or Affiliates to risk of liability (unless such information is sufficiently redacted in order to allow such disclosure) or (y) conduct any invasive sampling or testing of any soil, surface water, groundwater, building materials or other provision environmental media without prior written consent of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoSeller.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsuntil the Closing, upon reasonable notice, the Company GPC shall use its reasonable best efforts to (i) give afford RMT Parent and its authorized Representatives reasonable access during normal business hours to the offices, properties, properties and books and records of such party the SpinCo Business and its Subsidiaries, (ii) furnish to the authorized Representatives of RMT Parent and its Representatives such financial and operating data and other additional available information regarding the SpinCo Business (or copies thereof), as such Persons RMT Parent may from time to time reasonably request; provided, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, that (x) no investigation any such access or request furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access pursuant to this Section 8.06 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or otherwise as undertaken persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the transactions contemplated hereunderContemplated Transactions, shall affect whether in person or be deemed by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to modify any representation or warranty made by the Company under contrary in this Agreement, and (y) nothing herein GPC shall require the Company, not be required to provide any of its Subsidiaries access or any of their respective Representatives to disclose any information that would cause to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss of or waiver of, any attorney-clientclient or other legal privilege, work product (B) contravene any Applicable Law, fiduciary or other duty or any other legal privilege agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it being understood that the parties is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially 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 jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such lossprotection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which reasonable best efforts shall include entering into one or more joint defense or community consent may be withheld in the sole discretion of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoGPC.

Access to Information. From (a) During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticePre-Closing Period, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestshall, and (iii) instruct the Representatives shall cause each of its Subsidiaries to, and the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use their reasonable best efforts to cause such information its and their respective Representatives to be provided afford Parent, Buyer and their Representatives reasonable access on reasonable advance notice and in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours, to the officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of the Company and its Subsidiaries, and shall use reasonable best efforts to promptly furnish or cause to be furnished to Parent, Buyer and their Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as Parent, Buyer or their Representatives may reasonably request in writing; provided, that such access shall not permit Parent, Buyer and their Representatives to conduct any invasive environmental testing or sampling at any of the properties, offices and other facilities of the Company and its Subsidiaries. Any Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would cause significant competitive harm to the Company or its Subsidiaries if the Transactions are not consummated, (ii) if providing such access or disclosing such information would violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the date of this Agreement or (iii) that would, in the reasonable judgment of the Company, result in the loss of attorney-client privilege with respect to such information or would constitute a waiver of any other privilege or trade secret protection held by the Company or any of its Subsidiaries; provided, that the Company shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or waiver of any other privilege or trade secret protection or violation of any such applicable Law or binding agreement or (B) to develop an alternative to providing such information so as to address such matters that is obtained reasonably acceptable to Parent, Buyer and the Company. The Company shall advise Parent and Buyer in such circumstances that it is unable to comply with Parent’s and Buyer’s reasonable requests for information pursuant to the immediately preceding sentence, and the Company shall reasonably describe the reasons why such information is being withheld. The Company shall be entitled to have Representatives present at all times during any inspection by Parent, Buyer or their Representatives pursuant to this Section 8.06 5.02(a). No notice, access, review or investigation pursuant to this Section 5.02 or information provided, made available or delivered to Parent, Buyer or their Representatives pursuant to this Section 5.02 or otherwise shall affect any other provision representations or warranties of the Company or conditions or rights of Parent or Buyer contained in this Agreement. No investigation after the date of this Agreement shall affect or be subject deemed to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and modify or supplement any representation or warranty made by the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoherein.

Access to Information. (a) From the date hereof Effective Date until the Closing (or the earlier of the Effective Time and the termination of this Agreement pursuant to Article X), Sellers (in their discretion) will provide Buyer and its terms, authorized Advisors with reasonable access and upon reasonable notice, the Company shall (i) give Parent advance notice and its Representatives reasonable access during normal regular business hours to the offices, properties, books and records of such party Sellers, in order for Buyer and its Subsidiariesauthorized Advisors to access such information regarding the Acquired Assets and the Assumed Liabilities as is reasonably necessary in order to consummate the transactions contemplated by this Agreement (including for integration purposes); provided that (i) such access does not unreasonably interfere with the normal operations of any Seller, (ii) furnish such access will occur in such a manner as Sellers reasonably determine to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestbe appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (iii) instruct the Representatives of the Company and its Subsidiaries all requests for access will be directed to reasonably cooperate with Parent Lazard or such other Person(s) as Sellers may designate in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant writing from time to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, time and (yiv) nothing herein shall will require the CompanySellers to provide access to, any of its Subsidiaries or any of their respective Representatives to disclose any information that to, Buyer if such access or disclosure (A) would cause a loss significant competitive harm to any Seller if the transactions contemplated by this Agreement are not consummated, (B) would require any Seller to disclose any financial or proprietary information of attorney-clientor regarding the Affiliates of any Seller or otherwise disclose information regarding the Affiliates of any Seller that such Seller deems to be commercially sensitive, work product or (C) would waive any other legal privilege or (it being understood D) would be in violation of applicable Laws; provided that the parties Sellers shall use reasonable best efforts to cause such provide the Buyer, to the extent possible, with access to the relevant information to be provided in a manner that does would not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels reasonably be expected to violate the parties reasonably conclude that such agreements are likely to preserve the privilegeforegoing clauses (A) through (D), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier The Company shall, and shall --------------------- cause each of the Effective Time its Subsidiaries to, afford to Parent, and the termination of this Agreement pursuant to its termsParent's accountants, upon reasonable noticecounsel, the Company shall (i) give Parent financial advisors and its Representatives other representatives, reasonable access and permit them to make such inspections as they may reasonably require during normal business hours during the period from the date of this Agreement through the Effective Time to all their respective properties, books, contracts, commitments and records (including the availability of an office at the Company's corporate headquarters where Parent's representatives may work on a day-to-day basis) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the offices, properties, books requirements of federal or state laws and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) that no investigation or request pursuant to this Section 8.06 7.2 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall will affect or be deemed to modify any representation or warranty of the representations and warranties made by the Company under in this Agreement. In no event shall the Company be requested to supply to Parent, or to Parent's accountants, counsel, financial advisors or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company which were received or conducted prior to the date hereof, except to the extent necessary for use in the Offer Documents, the Schedule 14D-9 and the Proxy Statement and/or the Information Statement. Except as required by law, Parent will hold, and (y) nothing herein will cause its affiliates, associates and representatives to hold, any nonpublic information in confidence until such time as such information otherwise becomes publicly available and shall require use its reasonable best efforts to ensure that such affiliates, associates and representatives do not disclose such information to others without the prior written consent of the Company. In the event of termination of this Agreement for any reason, Parent shall promptly return or destroy all nonpublic documents so obtained from the Company or any of its Subsidiaries or and any copies made of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretodocuments for Parent.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant Subject to its termsapplicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford (i) give Parent the Lead Investors and its their Representatives and (ii) the Ad Hoc Counsel and any Co-Investors and/or their Representatives that sign a customary confidentiality agreement with the Company on terms reasonably acceptable to the Company and such party, reasonable access access, during normal business hours and without unreasonable disruption or interference with the Company’s and its Subsidiaries’ business or operations, throughout the Pre-Closing Period, to the officesCompany’s and its Subsidiaries’ senior managers, properties, books books, contracts and records of and, during the Pre-Closing Period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to such party parties all information concerning the Company’s and its Subsidiaries’ business, (ii) furnish to Parent properties and its Representatives such financial and operating data and other information personnel as such Persons may reasonably requestbe requested by any such party, and provided, that the foregoing shall not require the Company (iiia) instruct to permit any inspection, or to disclose any information, that in the Representatives reasonable judgment of the Company and would cause the Company to violate any of its Subsidiaries obligations with respect to reasonably cooperate with Parent in confidentiality to a third party if the Company shall have used its investigation commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (b) to disclose any legally privileged information of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or (c) to violate any Laws; provided, further, that the Company shall deliver to the Lead Investors, the Ad Hoc Counsel and any Co-Investors and/or their Representatives that sign a customary confidentiality agreement with the Company on terms reasonably acceptable to the Company and such party, a schedule setting forth a description of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be not provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude Lead Investors, the Ad Hoc Counsel, any Co-Investors and their Representatives that such agreements are likely sign a customary confidentiality agreement with the Company pursuant to preserve clauses (a) through (c) above (in the privilegecase of clause (a), or would constitute a violation of any Applicable Lawto the extent not prohibited from doing so). Any investigation All requests for information and access made pursuant to this Section 8.06 7.10 shall be conducted in such manner as not directed to interfere unreasonably with the conduct of the business an executive officer of the Company and or such person as may be designated by the Company’s executive officers. All information acquired by any Investor or its Subsidiaries. Any information that is obtained Representatives pursuant to this Section 8.06 or any other provision of this Agreement 7.10 shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, any confidentiality agreement between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretosuch Investor.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant (a) Subject to its terms, upon reasonable noticeapplicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (ithe "Parent Representatives") give and Parent and its Representatives subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") reasonable access during normal business hours with reasonable notice throughout the period prior to the offices, Effective Time to all of their respective properties, books books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of such party and its Subsidiarieseach report, (ii) furnish to Parent and its Representatives such financial and operating data schedule and other information as such Persons may reasonably request, and (iii) instruct the Representatives document filed or received by any of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request them pursuant to this Section 8.06 the requirements of federal or otherwise as undertaken state securities laws or filed by any of them with the SEC in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (yii) nothing herein shall require such other information concerning their respective businesses, properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided, however, that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties subsidiaries shall hold and shall use their reasonable best efforts to cause such information the Parent Representatives to be provided in a manner that does not result in such losshold, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of and the Company and its Subsidiaries. Any subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonpublic documents and information that is obtained pursuant furnished to this Section 8.06 Parent and Subsidiary or any other provision of this Agreement shall be subject to the terms of Company, as the Confidentiality Agreement dated May 17case may be, 2006in connection with the transactions contemplated by this Agreement, between Parent except that (i) Parent, Subsidiary and the Company (may disclose such information as may be necessary in connection with seeking the “Confidentiality Agreement”)Parent Required Statutory Approvals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval, and (ii) each party hereto will comply with of Parent, Subsidiary and the terms of the Confidentiality Agreement, whether Company may disclose any information that it is required by law or not a party theretojudicial or administrative order to disclose.

Access to Information. From During the period beginning on the date hereof until of this Agreement and ending on the earlier to occur of the Effective Time and or the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give afford Parent and its Parent’s Representatives reasonable access during normal business reasonable hours to its properties, books, records and personnel to obtain all information concerning its business, including the officesstatus of product development efforts, properties, books results of operations and records personnel, as Parent may reasonably request. Parent shall afford the Company and the Company’s Representatives reasonable access during reasonable hours to such information as the Company may reasonably request during the period prior to the Effective Time in connection with events arising after the date of this Agreement, to the extent such party information (i) is reasonably necessary to confirm whether there has been any inaccuracy in or breach of Parent’s representations and its Subsidiarieswarranties contained herein, or failure by Parent to perform any of Parent’s covenants or agreements contained herein, in each case, which would be material to Parent or (ii) furnish otherwise relates to any material development in Parent’s business which could reasonably be expected to lead to a Material Adverse Effect on Parent. Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request shall hold all information received pursuant to this Section 8.06 or otherwise as undertaken 5.4(b) confidential in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, whether this Section 5.4(b) shall not require any of Parent, the Company or any their respective Subsidiaries to permit any inspection, or to disclose any information, that would result in (i) the waiver of any applicable attorney-client privilege; provided that such Person shall have used its reasonable best efforts to allow such inspection or disclose such information in a manner that would not result in a party theretowaiver of attorney-client privilege, or (ii) the violation of any Legal Requirements promulgated by a Governmental Entity.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeClosing, the Company shall (i) give Parent and its Representatives counsel, financial advisors, auditors and other authorized representatives (collectively, the "Parent Representatives") reasonable access during normal business hours to the offices, properties, books and records of such party the Company and its the Subsidiaries, (ii) furnish to Parent and its the Parent Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives of the Company its employees, counsel and its Subsidiaries financial advisors to reasonably cooperate with Parent in its investigation of its business and the Company and its business of the Subsidiaries; provided that, that (x) no investigation any information provided to Parent or request the Parent Representatives pursuant to this Section 8.06 or otherwise as undertaken in connection with 8.02(a) shall be subject to the transactions contemplated hereunder, Company Confidentiality Agreement and (y) Parent shall inform the Parent Representatives receiving such information of the terms of the Confidentiality Agreements and shall be responsible for any breach by such Parent Representatives of the Confidentiality Agreements; and provided further that no investigation pursuant to this Section 8.02(a) shall affect or be deemed to modify any representation or warranty made given by W or the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawhereunder. Any investigation pursuant to this Section 8.06 8.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its the Subsidiaries. Any Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information that which in the Company's good faith opinion is obtained pursuant to this Section 8.06 sensitive or the disclosure of which could subject the Company or any other provision Subsidiary to risk of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoliability.

Access to Information. From (a) UTI shall, and shall cause each of its Subsidiaries to, afford to PEC, and to PEC's accountants, counsel, financial advisers and other representatives, reasonable access and permit them to make such inspections as they may reasonably require during the period from the date hereof until the earlier of this Agreement through the Effective Time to all their respective properties, books, contracts, commitments and records and, during such period, UTI shall, and shall cause each of its Subsidiaries to furnish promptly to PEC (i) access to each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state laws and (ii) all other information concerning UTI, its business, properties and personnel as PEC may reasonably request. UTI shall be entitled to have a representative present at any such inspection. Notwithstanding the foregoing, UTI shall not be obligated to provide any information if UTI shall have been advised by legal counsel that the provision of such information may violate Federal or State antirust laws. Except as required by law, PEC will hold, and will cause its affiliates, associates and representatives to hold, any nonpublic information in confidence until such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to ensure that such affiliates, associates and representatives do not disclose such information to others without the prior written consent of UTI. In the event of termination of this Agreement pursuant to for any reason, PEC shall promptly return or destroy all nonpublic documents so obtained from UTI and any copies made of such documents for PEC. PEC shall not, and shall cause its termsaffiliates, upon reasonable noticeassociates and representatives not to, the Company shall (i) give Parent use any nonpublic information regarding UTI and its Representatives reasonable access during normal business hours Subsidiaries in any way detrimental to the offices, properties, books and records of such party UTI and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time The Company shall, and shall cause its Subsidiary and the termination of this Agreement pursuant Company’s and its Subsidiary’s Representatives to, afford to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours and upon reasonable prior notice, during the period prior to the officesEffective Time, to all of the Company’s and its Subsidiary’s properties, books books, records, contracts, commitments and records of such party personnel and its Subsidiariesshall furnish the Parent all financial, (ii) furnish to Parent operating and its Representatives such financial and operating other data and other information as such Persons the Parent may reasonably request, and (iii) instruct during such period the Representatives Company shall furnish promptly to the Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws. Unless it is required by Law, the Parent will hold any such information that is nonpublic in confidence in accordance with the Confidentiality Agreement. The Company shall use reasonable best efforts to secure for the Company access to and copies of the Company and workpapers of its Subsidiaries to reasonably cooperate with Parent independent public accountants. No information or knowledge obtained in its any investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 6.4 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by contained in the Agreement or the conditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing, the Company under this Agreementshall not be obligated to provide such access or information if the Company determines, and in its reasonable judgment, that doing so would (ya) nothing herein shall require violate applicable Law or a contract or obligation of confidentiality owing to a third-party, (b) jeopardize the Company, any protection of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of an attorney-clientclient privilege, work product (c) expose the Company to risk of liability for disclosure of sensitive or any other legal privilege personal information, or (d) require invasive environmental sampling (it being understood understood, in case of clauses (a), (b) and (c), that the parties shall use their reasonable best efforts to cause such access or information to be provided in a manner that does would not result in such lossjeopardy, which reasonable best efforts shall include entering into one violation or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegeexposure), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, Earlychildhood and SmarterKids shall each (and Earlychildhood shall cause its Subsidiaries to) afford to the Company shall (i) give Parent officers, managers, employees, accountants, counsel and its Representatives reasonable access other authorized representatives of the other, access, during normal business hours during the period prior to the officesEffective Time, to all its personnel, properties, books books, contracts, commitments and records and, during such period, each of such party Earlychildhood and SmarterKids shall (and Earlychildhood shall cause its Subsidiaries, (iiSubsidiaries to) furnish promptly to Parent and its Representatives such financial and operating data the other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as such Persons other party may reasonably request. The parties will hold any such information which is nonpublic in confidence in accordance with the Earlychildhood Confidentiality Agreement and the Confidentiality Agreement dated as of January 19, 2000 between SmarterKids, Earlychildhood and Xxxxxx Xxxxxx Partners (the "SmarterKids Confidentiality Agreement", and (iii) instruct together with the Representatives of Earlychildhood Confidentiality Agreement, the Company and its Subsidiaries to reasonably cooperate with Parent "Confidentiality Agreements"). No information or knowledge obtained in its any investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 5.7 shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the Company under this Agreement, and (y) nothing herein shall require conditions to the Company, any obligations of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one consummate the Contribution or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoSmarterKids Merger.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination of this Agreement pursuant to its terms, upon reasonable noticeConfidentiality Agreement, the Company shall upon reasonable prior notice (ia) give Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party the Company and its Subsidiaries (including access to core samples, well logs and seismic data, in each case, which are in the possession of the Company or any of its Subsidiaries) during normal business hours, (iib) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iiic) instruct the Representatives employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatprovided, (x) no investigation or request however, that the Company may restrict the foregoing access and the disclosure of information pursuant to this Section 8.06 or otherwise as undertaken 6.05 to the extent that (i) in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require reasonable good faith judgment of the Company, any of Applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the reasonable good faith judgment of their respective Representatives the Company, the information is subject to disclose confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties or (iv) disclosure of any such information that or document would cause a reasonably be expected to result in the loss of attorney-clientclient privilege; provided, work product further, that with respect to clauses (i) through (iv) of this Section 6.05, the Company shall use its commercially reasonable efforts to (A) obtain the required consent of such Third Party to provide such access or any disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) in the case of clauses (i) and (iv), enter into a joint defense agreement or implement such other legal privilege (it being understood that techniques if the parties shall use reasonable best efforts to cause determine that doing so would reasonably permit the disclosure of such information to be provided in a manner that does not result in without violating Applicable Law or jeopardizing such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 6.05 shall affect or be deemed to modify any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each representation or warranty made by any party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretohereunder.

Access to Information. From the date hereof until the earlier of the Effective Time and Closing Date or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable notice, the Acquirer and the Target Company shall (ia) give Parent provide to the Other Party, its legal counsel and its other Representatives reasonable access during normal business hours to the its offices, properties, books properties and records of such party Books and its SubsidiariesRecords, (iib) furnish to Parent the Other Party, its legal counsel and its other Representatives such financial and operating data and other information relating to its business as such Persons may reasonably request, request and (iiic) instruct the cause its employees, legal counsel, accountants and Representatives of the Target Company and its Subsidiaries to reasonably cooperate with Parent the Other Party in its investigation of the Company and its Subsidiariesbusiness; provided that, (x) that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 (or any investigation prior to the date hereof) shall affect any representation or warranty given hereunder and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Other Party’s business. Neither the Acquirer, the Target Company, nor any their respective Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention. Prior to the Closing, Acquirer and its Representatives shall not contact or communicate with the employees, contractors, customers, suppliers, regulators and other business relations of the Target Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or in connection with the transactions contemplated hereby except (i) in connection with obtaining any other provision of Consent required in connection with this Agreement shall be subject to or the terms transactions contemplated hereby, or (ii) with the prior written consent of the Confidentiality Agreement dated May 17, 2006, between Parent and the Target Company (the “Confidentiality Agreement”which shall not be unreasonably withheld, conditioned or delayed), and each party hereto will comply with provided that the terms of Target Company shall have the Confidentiality Agreement, whether or not right to have a party theretoRepresentative present during any such contact in the event that it consents to such contact.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeuntil the Effective Time, the Company shall will, and will cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors and representatives (icollectively, the "Company Representatives") to, give Parent and its Representatives reasonable the Purchaser and their respective officers, employees, counsel, advisors and representatives (collectively, the "Parent Representatives") full access during normal business hours hours, to the offices, properties, offices and other facilities and to the books and records of such party the Company and its Subsidiariessubsidiaries and will cause the Company Representatives and the Company's subsidiaries to furnish Parent, (ii) furnish the Purchaser and the Parent Representatives to Parent and its Representatives the extent available with such financial and operating data and such other information as such Persons may reasonably request, (with sensitivity to competitive information) with respect to the business and (iii) instruct the Representatives operations of the Company and its Subsidiaries subsidiaries as Parent and the Purchaser may from time to time reasonably cooperate with Parent request provided that the foregoing shall not require the Company to permit any inspection, or to disclose any information, which would result in its investigation the disclosure of any trade secrets of third parties or violate any obligation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant with respect to this Section 8.06 or otherwise as undertaken confidentiality if such disclosure would reasonably be expected to result in connection with the transactions contemplated hereunder, shall affect or be deemed liability to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood and provided that the parties Company shall use have used reasonable best efforts to cause obtain the consent of such information third party to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one inspection or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawdisclosure. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the The Confidentiality Agreement dated May 17March 15, 20061999, as amended through the date hereof, between Parent and the Company (the “"Confidentiality Agreement”), and each party hereto will comply ") shall apply with respect to the terms of Evaluation Materials (as defined in the Confidentiality Agreement). The Company shall furnish promptly to Parent and the Purchaser a copy of each report, whether schedule, registration statement and other document filed by it or not a party theretoits subsidiaries during such period pursuant to the requirements of federal or state or foreign securities laws. The Company shall cause its independent auditors to allow the review of the work papers of such auditors relating to the Company and its subsidiaries. No review pursuant to this Section 6.2 shall affect any representation or warranty given by the Company.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company Mesa and Armada each shall (iand each shall cause its Subsidiaries to) give Parent afford to the officers, employees, accountants, counsel, financial advisors and its Representatives other representatives of the other Party reasonable access during normal business hours hours, during the Post-Signing Period, to such of its properties, books, contracts, records, officers and employees as the other Party may reasonably request and, during such period, Mesa and Armada each shall (and shall cause its Subsidiaries to) furnish promptly to the officesother Party (a) a copy of each report, propertiesschedule, books registration statement and records other document filed, published, announced or received by it during the Post-Signing Period pursuant to the requirements of such party federal or state securities laws, as applicable (other than documents which Mesa or Armada, as the case may be, is not permitted to disclose under Applicable Law), and (b) all other information concerning Mesa or Armada, as the case may be, and its Subsidiariesbusiness (including any financial and operating data), properties and personnel as the other Party may reasonably request; provided, that Mesa or Armada, as the case may be, may restrict the foregoing access to the extent that (i) any Applicable Law requires Mesa or Armada, as the case may be, or its Subsidiaries to restrict access to any properties or information or (ii) furnish Mesa or Armada, as the case may be, reasonably determines that such access or disclosure would jeopardize attorney-client privilege (provided, that Mesa or Armada, as the case may be, shall use its reasonable best efforts to Parent and its Representatives enable reasonable access without violating such financial and operating data and other information as such Persons may reasonably requestApplicable Law). The Parties will make appropriate substitute arrangements, and (iii) instruct where the Representatives of restrictions imposed by the Company and its Subsidiaries immediately preceding sentences apply, to reasonably cooperate with Parent in its investigation of allow appropriate access to the Company and its Subsidiaries; provided that, (x) no relevant information. Any investigation or request for information pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Mesa or Armada, as the Company case may be, and its Subsidiaries. Any The receiving Party will (and will cause its Subsidiaries to), until the Closing Date, hold any such information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject non-public in confidence to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”)extent required by, and each party hereto will comply with in accordance with, the terms provisions of the Confidentiality Agreement, whether except that this Section 6.2 shall not prevent the receiving Party from disclosing such confidential information to of its any officers, employees, accountants, counsel, financial advisors or not a party theretoother representatives in connection with this Agreement, the Acquisition and the other transactions contemplated hereby. No investigation by Mesa or Armada, as the case may be, nor any information or knowledge obtained therefrom, shall affect or modify the representations and warranties of the other Party hereunder Mesa’s or Armada’s, as the case may be, remedies for any breach of such representations and warranties.

Access to Information. From the date hereof until the earlier of the Effective Time and or the earlier termination of this Agreement pursuant Agreement, and subject to its terms, upon reasonable noticeApplicable Law and the Confidentiality Agreement, the Company shall (i) give Parent to Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiariesparty, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and its Subsidiaries other authorized representatives to reasonably cooperate with Parent in its investigation investigation; provided, however, that the Company shall not be required to provide to Parent or its representatives any of the information specified in Section 6.04 of the Company and its Subsidiaries; provided that, Disclosure Schedule (xor access thereto) no investigation until the condition set forth in Section 9.01(c) has been satisfied or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawwaived. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder. Neither the Company nor any of its Subsidiaries shall be obligated to provide access to, or to disclose, any information to Parent if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries; provided, however, that the parties will at Parent’s request use reasonable efforts to enter into a joint defense or similar agreement that permits access to such information by Parent while preserving the attorney-client privilege of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the The Company shall (i) give Parent afford to Newco, Purchaser and REG and its Representatives and their accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access access, during normal business hours upon reasonable notice throughout the period prior to the officesClosing, propertiesto their respective properties and facilities (including all real property and the buildings, books structures, fixtures, appurtenances and records of such party improvements erected, attached or located thereon), Books and its SubsidiariesRecords, financial information (ii) furnish to Parent including working papers and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct in the Representatives possession of the Company or its independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its Subsidiaries to reasonably cooperate with Parent in its investigation businesses, properties and personnel of the Company and its Subsidiaries; provided thatas Newco, (x) no investigation Purchaser or REG shall reasonably request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderherein, including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company and its and their accountants, counsel, financial advisors, environmental consultants and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to Closing, to their respective properties and facilities, Books and Records, financial information, Contracts, commitments and records and, during such period, shall affect or be deemed to modify any representation or warranty made by furnish promptly such information concerning its businesses, properties and personnel of Newco, Purchaser and REG as the Company under this Agreementshall reasonably request in connection with the transactions contemplated herein; provided, and (y) nothing herein however, such investigation shall require not unreasonably disrupt the Companyoperations of Newco, any of its Subsidiaries Purchaser or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels REG. Prior to the Closing, each party hereto shall generally keep the other parties reasonably conclude that such agreements are likely informed as to preserve all material matters involving the privilege)operations and businesses of each other. The Company shall authorize and direct the appropriate directors, or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct managers, officers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of Newco, Purchaser and REG and their prospective lenders or placement agents and other financial sources. Newco, Purchaser and REG shall authorize and direct the appropriate directors, managers, officers and employees of Newco, Purchaser and REG to discuss matters involving the operations and business of Newco, Purchaser and REG with representatives of the Company and its Subsidiariesprospective lenders or placement agents and other financial sources. Any All nonpublic information that is provided to, or obtained pursuant to this Section 8.06 or by, any other provision of this Agreement party hereto in connection with the transactions contemplated hereby shall be subject to the terms “Confidential Information” for purposes of the Confidentiality Agreement dated May 17June _____ , 20062008 by and among REG and the Company and the Addendum to Confidentiality Agreement dated December 8, between Parent 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the Closing pursuant to the terms thereof; provided that Newco and each party hereto will comply the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company shall not be required to disclose any information if such disclosure would contravene any applicable Law or any Contract which may restrict the Company’s disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (other than REG) to provide the Company access to information regarding such parties on terms of substantially similar to those relating to the Confidentiality AgreementCompany’s access to information regarding Newco, whether or not a party theretoPurchaser and REG provided by this Section 6.1.

Access to Information. From and after the date hereof of this Agreement until the earlier of the Effective Time and the or termination of this Agreement pursuant to in accordance with its terms, upon reasonable notice, and at the reasonable request of the other Party, each of Parent and the Company shall (iand shall cause each of their respective Subsidiaries to) give Parent and its afford to the Representatives of the other, reasonable access access, during normal business hours in such a manner as not to unreasonably interfere with the officesoperation of any business conducted by the other Party, propertiesto all its properties (other than for purposes of invasive testing), books books, contracts, records and records Representatives; provided that all such access shall be coordinated through the disclosing Party or its Representatives in accordance with such procedures as they may reasonably establish. Neither Party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such party and access or disclosure would (i) violate or prejudice the rights of its Subsidiariestenants, operators, service providers or development or joint venture partners, (ii) furnish to Parent and its Representatives result in a competitor of such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any disclosing Party receiving information that would cause a loss is competitively sensitive (provided that in the case of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided to Parent or the Company each Party will attempt to establish a clean team process to share such materials in a manner that does not result commercially reasonable manner), (iii) jeopardize the attorney-client privilege of the institution in possession or control of such loss, which reasonable best efforts shall include entering information or (iv) contravene any Law or binding agreement (including any confidentiality obligation) entered into one or more joint defense or community of interest agreements on customary terms if counsels prior to the parties reasonably conclude that such agreements are likely to preserve date of this Agreement. Parent and the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted Company will make appropriate substitute disclosure arrangements under circumstances in such manner as not to interfere unreasonably with which the conduct restrictions of the business preceding sentence apply. No such investigation by either Parent or the Company shall affect the representations and warranties of the Company and its Subsidiariesother. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the The terms of the Confidentiality Agreement dated May 17shall apply to any information and access provided pursuant to this Section 5.2. Notwithstanding anything to the contrary contained in this Section 5.2, 2006, between neither Parent nor the Company shall (and Parent and the Company (shall ensure that their respective Affiliates and Representatives do not) conduct, without the “Confidentiality Agreement”), and each party hereto will comply with the terms prior written consent of the Confidentiality AgreementCompany or Parent, whether respectively, any environmental investigation at any real property owned or leased by the Company or Parent, respectively, that involves any sampling or other intrusive investigation of air, surface water, groundwater or soil at such real property. The foregoing provisions of this Section 5.2 shall not a party theretoapply to any access rights relating to the Financing (which rights are addressed in Section 5.13).

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon (a) Upon reasonable notice, Parent and the Company Company, as the case may be, shall (iand shall cause each of their respective Subsidiaries to) give Parent afford to the officers, employees, accountants, counsel and its Representatives reasonable access other representatives of the others, access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records records, as well as to its officers and employees and, during such period, each of Parent and the Company, as the case may be, shall (and shall cause each of their respective Subsidiaries to) furnish promptly to the others (i) a copy of each report, schedule, registration statement and other document filed or received by it during such party period pursuant to SEC requirements and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons other party may reasonably request, and (iii) instruct including, without limitation, information to confirm the Representatives accuracy of the Company representations and its Subsidiaries to reasonably cooperate with warranties set forth in Section 3.1(v) and 3.2(u); provided, however, that Parent in its investigation of and the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or not be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives required to disclose any information that would cause a loss breach the confidentiality terms of attorney-client, work product any agreement existing on the date hereof or any other legal that would breach an attorney client privilege (it being understood provided that (i) upon the parties shall request of Parent, the Company will use commercially reasonable best efforts to cause afford Parent access to such information restricted information, including by securing waivers to be provided in a manner that does not result in such lossconfidentiality restrictions, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to and (ii) upon the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct request of the business of Company, Parent will use commercially reasonable efforts to afford the Company access to such restricted information, including by securing waivers to confidentiality restrictions). Each of Parent and the Company agrees that it will not, and will cause its Subsidiaries. Any respective representatives not to, use any information that is obtained pursuant to this Section 8.06 or 5.4 for any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement dated May 17as of March 26, 2006, 2004 between Parent and the Company (the “"Confidentiality Agreement”), ") shall apply with respect to information furnished thereunder or hereunder and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoany other activities contemplated thereby.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeuntil the Closing, the Indemnifying Members will, and will cause the Company shall to: (iA) give Parent afford Buyer and its Representatives reasonable access during normal business hours to and the officesright to inspect the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to the Company; (iiB) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company as such Persons Buyer or any of its Representatives may reasonably request, and (iiiC) instruct the Company’s Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent Buyer in its investigation of the Company and its SubsidiariesCompany; provided thatprovided, (x) no however, that any such investigation is conducted during normal business hours after reasonable advance notice to the Indemnifying Members, under the supervision of the Indemnifying Members’ or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted ’s personnel and in such manner as not to interfere unreasonably with the conduct Company’s normal operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (1) jeopardize any attorney-client or other privilege, or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Before the business Closing, with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact suppliers to, or employees, contractors or customers of the Company and may perform invasive or subsurface investigations of the Real Property. Consent to conduct investigations of the Real Property may be conditioned on not disturbing the Company’s operations, obtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., securing a bond, restoring the property, etc.). Buyer will, and will cause its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to Representatives to, abide by the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether regarding any access or not a party theretoinformation provided under this Section 6.2.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the (a) The Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any cause each of its Subsidiaries or any to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of their respective Representatives to disclose any information that would cause a loss of attorney-clientParent reasonable access, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party as of the date hereof (as long as the Company has used commercially reasonable efforts to obtain the consent of the other party to the agreement) or (iii) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any invasive environmental sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries, without the prior consent of the Company. Any Parent agrees that it will not, and will cause its Representatives not to, use any information that is obtained pursuant to this Section 8.06 6.2 for any competitive or any other provision of purpose unrelated to the transactions contemplated by this Agreement. The Confidentiality Agreement and the Joint Defense Agreement shall be subject apply with respect to information furnished hereunder by or on behalf of the terms of Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement). The Company agrees that the Confidentiality Agreement dated May 17, 2006, between Parent is hereby amended to permit the inclusion of all actual or prospective sources of debt financing (including convertible or equity-linked debt) (and representatives of such financing sources) in the Company (the term “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoRepresentative” as such term is defined therein.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company shall will (iand will cause its Subsidiaries to) give afford to the officers, employees, accountants, counsel and other representatives of Parent and its Representatives Purchaser, access, at all reasonable access times during normal business hours the period prior to the officesEffective Time, to all its properties, books facilities, books, Contracts, commitments and records (including Tax Returns) and other information requested by such party, including for purposes of post-acquisition planning and integration planning to the extent requested by Parent, and, during such party period, the Company will (and will cause each of its Subsidiaries, (iiSubsidiaries to) furnish promptly to Parent and Purchaser all information concerning its Representatives such financial business, properties and operating data and other information personnel as such Persons Parent or Purchaser may reasonably request; provided, and that (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (xi) no investigation or request pursuant to this Section 8.06 6.3 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company; (ii) the Company in responding to requests from Parent or any Parent representative for access to records or other information of a confidential and competitively sensitive nature may, prior to expiration or termination of the waiting period under this Agreementthe HSR Act, limit such access to Parent's outside accountants, counsel, financial advisors and other outside representatives; and (yiii) nothing herein in no event shall require the Companythis Section 6.3 be deemed to permit Parent, Purchaser, any of its Subsidiaries this respective affiliates or any of their respective Representatives directors, officers, employees, agents or representatives to disclose conduct any information that would cause a loss of attorney-client, work product invasive sampling or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariestesting. Any information that is obtained pursuant to this Section 8.06 6.3 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17December 16, 20062002, by and between Parent Reuters America Inc. and the Company (the “"Confidentiality Agreement”"), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Subject to applicable Law, between the date hereof until and the earlier Effective Time, each of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall Parties will (i) give Parent the other Parties, Tencent and its their respective authorized Representatives reasonable access during normal business hours to the officesall of its employees, propertiesofficers, agents, contracts and properties and to all of its books and records of such party and its Subsidiariesrecords, (ii) permit the other Parties, Tencent and their respective authorized Representatives to make such inspections as they may reasonably require and (iii) will cause its officers and officers of its Subsidiaries to furnish to Parent the other Parties, Tencent and its their respective authorized Representatives with such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and with respect to its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries’ respective businesses, properties and personnel as the other Parties, Tencent and their respective authorized Representatives may from time to time reasonably request; provided that, (x) that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 6.3(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by the Company under any Party in this Agreement. For the avoidance of doubt, and (y) nothing herein shall require the Company, no Party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) waive the attorney-client privilege of such Party or any of their respective Representatives its Subsidiaries (provided that such Party shall use its reasonable best efforts to disclose any information allow for such access or disclosure to the maximum extent that would cause does not result in a loss of attorney-clientclient privilege), work product (ii) contravene any applicable Law (including any applicable antitrust or any other legal privilege competition Laws) or requirements of Governmental Entities (it being understood provided that the parties such Party shall use its reasonable best efforts to cause make appropriate substitute arrangements to permit reasonable disclosure not in violation of such information law or requirement) (iii) breach the terms of a confidentiality agreement with a third party entered into prior to be the date hereof (provided in a manner that does not result in such loss, which Party shall use its reasonable best efforts shall include entering into one to obtain the required consent of such third party to such access or more joint defense disclosure) or community of interest agreements on customary terms if counsels to (iv) result in the parties reasonably conclude that such agreements are likely to preserve the privilege)other Parties, Tencent or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any their respective Subsidiaries receiving information that is obtained competitively sensitive. If any information is withheld by a Party or any of its Subsidiaries pursuant to this Section 8.06 or any other provision of this Agreement shall be subject the proviso to the terms preceding sentence, such withholding Party shall inform the other Parties and Tencent as to the general nature of what, and pursuant to which clause of the Confidentiality Agreement dated May 17proviso in the preceding sentence such information, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretois being withheld.

Access to Information. From Subject to contractual and legal restrictions applicable to Parent or to the date hereof until Company or any of their respective Subsidiaries, as the earlier case may be, each of the Effective Time Parent and the termination Company shall, and shall cause each of this Agreement pursuant to its termsSubsidiaries to, upon reasonable notice, afford to the Company shall (i) give Parent and its Representatives of the other reasonable access to, and permit them to make such inspections as they may reasonably require of, during normal business hours to during the officesperiod from the date of this Agreement through the Effective Time, all of its employees, customers, properties, books books, contracts, commitments and records (including the work papers of independent accountants, if available and subject to the consent of such independent accountants), and, during such period, each of Parent and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other (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 and personnel as the other may reasonably request. No investigation pursuant to this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would (i) unreasonably disrupt the operations of such party and or any of its Subsidiaries, (ii) furnish cause a violation of any agreement to Parent and its Representatives which such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation party or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries is a party (provided that Parent or any of their respective Representatives to disclose any information that would cause a loss of attorney-clientthe Company, work product or any other legal privilege (it being understood that as the parties case may be, shall use reasonable best efforts to cause implement procedures to provide the access or information contemplated by this Section 5.3 without violating such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegeagreement), or (iii) cause a risk of a loss of privilege to such party or any of its Subsidiaries or would constitute a violation of any Applicable applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any All information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement 5.3 shall be subject to kept confidential in accordance with the terms of the Confidentiality Agreement Agreement, dated May 17September 16, 20062009, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, GPSI and each GPSI Subsidiary and Parent shall each (and shall cause each of their respective Subsidiaries to) afford to the Company shall (i) give Parent officers, employees, accountants, counsel and its Representatives other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the officesEffective Time, to all of its properties, books books, Contracts, commitments and records records, and during such period, each of such party GPSI and its Subsidiaries, Parent shall (iiand shall cause each of their respective Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and its Representatives such financial and operating data and other information personnel as such Persons other party may reasonably request; provided, and (iii) instruct however, that notwithstanding the Representatives foregoing provisions of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 7.8 or any other provision of this Agreement Agreement, neither GPSI nor Parent shall be required to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than GPSI, Parent or any Subsidiary or former Subsidiary of GPSI or Parent, but shall identify to the terms other party the type of document and counter party. Each of GPSI and Parent agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this Section 7.8 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement or reasonably related to the operation of the business of Parent and its Subsidiaries. The Confidentiality Agreement, dated as of September 23, 2002 (the "Confidentiality Agreement"), by and between GPSI and Parent, shall apply with respect to information furnished by GPSI, Parent and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement dated May 17, 2006, between Parent and that the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions hereof shall supersede all provisions of the Confidentiality Agreement, whether or not Agreement in the event of a party theretoconflict.

Access to Information. From (a) During the date hereof until Pre-Closing Period: (i) the earlier of the Effective Time and the termination of this Agreement pursuant to its termsCompany shall, upon reasonable noticeadvance written request from Parent, the Company shall (i) give afford Parent and its Representatives reasonable access during normal business hours of the Company, for any reasonable business purpose related to the officesconsummation of the Transactions, to (A) all of the properties, books books, Contracts and records of the Company and each Subsidiary and (B) all other information concerning the Business, results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any Subsidiary as Parent may reasonably request, in each case at a reasonable time, under the supervision of appropriate personnel of the Company and in such party and its Subsidiaries, a manner as not to unreasonably interfere with the normal operation of the business of the Company; (ii) furnish the Company shall maintain the virtual data room established in connection with this Agreement and promptly provide to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, access thereto; and (iii) instruct the Company shall, upon Parent’s reasonable request, provide to Parent and its Representatives true, correct and complete copies of Tax Returns and other records and workpapers relating to Taxes, in each case of the Company and its Subsidiaries to reasonably cooperate with Parent each Subsidiary in its investigation of the Company’s or such Subsidiary’s possession; provided, however, that in each case the Company and its Subsidiaries; provided that, shall not be required to provide such access or documents to the extent it determines that providing such access or documents would (x) no investigation violate the terms of any confidentiality agreement or request pursuant other Contract with a third Person entered into prior to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by Agreement Date (provided that the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use its reasonable best efforts to cause obtain the required consent of such information third Person to be such access or disclosure); (y) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or provision of documents in a manner that does not result in such loss, which a loss of attorney-client privilege); or (z) violate any Applicable Law (provided that the Company shall use its reasonable best efforts shall include entering into one to provide such access or more joint defense or community of interest agreements on customary terms if counsels make such disclosure in a manner that does not violate Applicable Law). Notwithstanding anything contained in this Agreement to the parties reasonably conclude that such agreements are likely contrary, the Company shall not be required to preserve the privilege), provide any access or would constitute a violation of make any Applicable Law. Any investigation disclosure to Parent or its Representatives pursuant to this Section 8.06 shall be conducted 6.2 to the extent such access or information is reasonably pertinent to any Legal Proceeding in such manner as not to interfere unreasonably with the conduct respect of the business of which the Company or any of its Affiliates, on the one hand, and Parent or any of its SubsidiariesAffiliates, on the other hand, are adverse parties. Any With respect to the information that is obtained disclosed pursuant to this Section 8.06 or any other provision 6.2, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of this Agreement shall be subject to its obligations under the terms confidentiality letter agreement, dated as of the Confidentiality Agreement dated May 17September 21, 20062016, by and between Parent and the Company and Parent (as may be amended from time to time in accordance with its terms, the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof Execution Date until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeClosing Date, the Company shall will (i) give Parent the Parent, the R&W Insurance Provider, and its Representatives the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books officers, employees, consultants, accountants, advisors, other representatives, books, records and records agreements of such party the Company, in each case, upon advance written notice and its Subsidiaries, during normal business hours and (ii) furnish to Parent the Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries relating to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any in each of its Subsidiaries or any of their respective Representatives (i) and (ii), to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties extent reasonably requested by such Persons. The Parent shall use commercially reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall 8.4 to be conducted in such manner as not to materially interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that is obtained have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.06 or any other provision of this Agreement 8.4 and (B) shall be subject to indemnified and held harmless by the terms of the Confidentiality Agreement dated May 17Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoEXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant subject to its termsApplicable Law, upon reasonable notice, notice during normal business hours the Company shall (i) give Parent Parent, its counsel, lenders, underwriters, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, assets, books and records of such party the Company and its SubsidiariesSubsidiaries (except that such access shall not include access for purposes of conducting soil, groundwater, building or other intrusive testing without the Company’s prior written consent), (ii) furnish to Parent Parent, its counsel, lenders, underwriters, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives employees, counsel, lenders, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatprovided, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by that neither the Company under this Agreement, and (y) nothing herein shall require the Company, nor any of its Subsidiaries shall be required to provide access or any disclose information where such access or disclosure would, in each case upon the advice of their respective Representatives to disclose any information that would cause a loss of legal counsel, jeopardize the attorney-client, work product client privilege of the Company or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawits Subsidiaries. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any other provision representation or warranty made by the Company hereunder. Notwithstanding the foregoing, prior to the Effective Time, in the case of this Agreement any information that in the reasonable, good faith judgment of the Company is competitively sensitive, such information shall be subject provided to Parent pursuant to a “clean-room” arrangement agreed between the terms parties that is intended to permit the sharing of such information in compliance with Applicable Laws. Until the Confidentiality Agreement dated May 17Effective Time, 2006, between Parent and the Company (information provided pursuant to this ‎Section 7.02 shall be kept confidential by the “Confidentiality Agreement”), and each party hereto will comply recipient thereof in accordance with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination of this Agreement pursuant to confidentiality agreement dated May 13, 2013, between the Company and Parent (the “Confidentiality Agreement”), the Company shall (a) give Parent, its termscounsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books books, contracts and records of such party the Company and its Subsidiaries, (iib) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iiic) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and its Subsidiaries other authorized representatives to cooperate reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or any binding agreement entered into prior to the date of this Agreement or (ii) protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts; provided, however, that is obtained the Company will use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which any of the preceding restrictions apply. No investigation made pursuant to this Section 8.06 shall affect any representation or warranty in this Agreement or any other provision of this Agreement shall be subject condition to the terms obligations of the Confidentiality Agreement dated May 17, 2006, between Parent and parties hereto to consummate the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoMerger.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the The Company shall (i) give Parent afford to Newco, Purchaser and REG and its Representatives and their accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access access, during normal business hours upon reasonable notice throughout the period prior to the officesClosing, propertiesto their respective properties and facilities (including all real property and the buildings, books structures, fixtures, appurtenances and records of such party improvements erected, attached or located thereon), Books and its SubsidiariesRecords, financial information (ii) furnish to Parent including working papers and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct in the Representatives possession of the Company or its independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its Subsidiaries to reasonably cooperate with Parent in its investigation businesses, properties and personnel of the Company and its Subsidiaries; provided thatas Newco, (x) no investigation Purchaser or REG shall reasonably request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderherein, including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company and its and their accountants, counsel, financial advisors, environmental consultants and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to Closing, to their respective properties and facilities, Books and Records, financial information, Contracts, commitments and records and, during such period, shall affect or be deemed to modify any representation or warranty made by furnish promptly such information concerning its businesses, properties and personnel of Newco, Purchaser and REG as the Company under this Agreementshall reasonably request in connection with the transactions contemplated herein; provided, and (y) nothing herein however, such investigation shall require not unreasonably disrupt the Companyoperations of Newco, any of its Subsidiaries Purchaser or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels REG. Prior to the Closing, each party hereto shall generally keep the other parties reasonably conclude that such agreements are likely informed as to preserve all material matters involving the privilege)operations and businesses of each other. The Company shall authorize and direct the appropriate directors, or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct managers, officers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of Newco, Purchaser and REG and their prospective lenders or placement agents and other financial sources. Newco, Purchaser and REG shall authorize and direct the appropriate directors, managers, officers and employees of Newco, Purchaser and REG to discuss matters involving the operations and business of Newco, Purchaser and REG with representatives of the Company and its Subsidiariesprospective lenders or placement agents and other financial sources. Any All nonpublic information that is provided to, or obtained pursuant to this Section 8.06 or by, any other provision of this Agreement party hereto in connection with the transactions contemplated hereby shall be subject to the terms “Confidential Information” for purposes of the Confidentiality Agreement dated May 17June , 20062008 by and among REG and the Company and the Addendum to Confidentiality Agreement dated December 8, between Parent 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the Closing pursuant to the terms thereof; provided that Newco and each party hereto will comply the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company shall not be required to disclose any information if such disclosure would contravene any applicable Law or any Contract which may restrict the Company’s disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (other than REG) to provide the Company access to information regarding such parties on terms of substantially similar to those relating to the Confidentiality AgreementCompany’s access to information regarding Newco, whether or not a party theretoPurchaser and REG provided by this Section 6.1.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any cause each of its Subsidiaries or any to) afford to officers, employees, counsel, investment bankers, accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of their respective Representatives to disclose any information that would cause a loss of attorney-clientParent reasonable access, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries and to the officers and employees of the Company and its Subsidiaries, and during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided, that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) or (ii) jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Any Parent agrees that it will not, and will cause its Representatives not to, use any information that is obtained pursuant to this Section 8.06 6.2 for any competitive or any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the Confidentiality Agreement transactions contemplated by this Agreement. The confidentiality agreement, dated May 17February 22, 2006, between Parent and the Company 2007 (the “Confidentiality Agreement”), and each party hereto will comply with the terms between UBS Securities LLC, as representative of the Confidentiality AgreementCompany, whether or not a party theretoand Platinum Equity Advisors, LLC shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information. (a) From the date hereof until the earlier of this Agreement to the Effective Time and the or earlier termination of this Agreement pursuant to its termsAgreement, upon reasonable noticenotice and subject to applicable Laws (including any applicable United States and foreign antitrust and competition Laws and any COVID-19 Measures) relating to the exchange of information, the Company shall, and shall (i) give Parent and cause each of its Representatives reasonable access during normal business hours Subsidiaries to, afford to the officesofficers, propertiesemployees and agents and representatives, books and records of such party and its Subsidiariesincluding any Lender, (ii) furnish to Parent and its Representatives such investment banker, financial and operating data and advisor, attorney, accountant or other information as such Persons may reasonably requestadvisor, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation agent or request pursuant to this Section 8.06 or otherwise as undertaken representative retained in connection with the transactions contemplated hereunderby this Agreement (collectively as to each party, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreementits “Representatives”) of Parent, reasonable access, during normal business hours, and (y) nothing herein shall require the Companyupon reasonable prior notice, any of to all its Subsidiaries or any of their respective Representatives properties, books, Contracts, commitments and records, and to disclose any information that would cause a loss of attorney-clientits officers, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided employees and Representatives, in each case in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct normal operation of the business of the Company and its Subsidiaries. Any information that is obtained , and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to this the Money Transmitter Licenses of the Company or its Subsidiaries issued, granted or given by any Governmental Entity specified in Section 8.06 6.2(c) of the Company Disclosure Schedule and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide such access or furnish such information if the Company in good faith reasonably believes that doing so would reasonably be expected to (a) result in the loss of attorney-client privilege or rights under the attorney work product doctrine, (b) breach or violate any other provision applicable Law or Legal Requirement, (c) violate any confidentiality obligation (existing on the date hereof) with respect to such information or (d) violate any COVID-19 Measures (it being understood, however, that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access in a manner that does not violate any COVID-19 Measures); provided, further, that the parties agree to collaborate in good faith to make alternative arrangements to allow for such access or disclosure in a manner that does not result in the events set out in clause (a), (b), (c) or (d) above. No investigation by Parent or its Representatives shall constitute a waiver of this Agreement shall be subject or otherwise affect the representations, warranties, covenants or agreements of the Company set forth herein or otherwise affect any condition to the terms obligations of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality parties hereto under this Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Upon reasonable notice, Parent and the date hereof until Company shall each (and shall cause each of their respective Subsidiaries to) afford to the earlier Representatives of the other reasonable access, during normal business hours during the period prior to the Effective Time and or the termination of this Agreement pursuant Agreement, to its termsproperties, upon reasonable noticebooks, contracts, commitments and records and, during such period, each of Parent and the Company shall (iand shall cause each of their respective Subsidiaries to) give Parent and its Representatives reasonable access during normal business hours furnish promptly to the officesother (a) a copy of each report, propertiesschedule, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities Laws and (b) all other information concerning its business, properties and personnel as such Persons other party may reasonably request. Unless otherwise required by Law, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request parties will hold any information obtained pursuant to this Section 8.06 or otherwise as undertaken 6.03 in connection confidence in accordance with the transactions contemplated hereunder, Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing or Section 6.05, neither the Company under this Agreement, and nor Parent shall be required to (ya) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose provide any information that would cause a loss which it reasonably believes it may not provide to the other party by reason of attorney-clientcontractual or legal restrictions, work product or any other legal privilege including applicable Law (it being understood that and in such circumstances, the parties shall use their reasonable best efforts to cause make reasonable and appropriate substitute disclosure arrangements), or which it believes is competitively sensitive information, or (b) take any action that would jeopardize any attorney-client privilege of such information to be provided in a manner that does not result party or its Subsidiaries (and in such losscircumstances, which the parties shall use their reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegemake reasonable and appropriate substitute disclosure arrangements). In addition, or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any Parent may designate any competitively sensitive information that is obtained pursuant provided to this Section 8.06 or any the other provision of under this Agreement as “outside counsel only” and such information shall be subject given only to outside counsel of the recipient. Each party will use reasonable efforts to minimize any disruption to the terms businesses of the Confidentiality Agreement dated May 17other party and its Subsidiaries which may result from the requests for access, 2006, between Parent data and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoinformation hereunder.

Access to Information. From During the date hereof until the earlier of the Effective Time Pre-Closing Period, and the termination of this Agreement pursuant subject to Section 5.05(b)(vii), (a) SDTS shall afford SU and its termsRepresentatives and (b) SU shall, and shall cause GS LLC to, afford SDTS, Oncor and their respective Representatives reasonable access, upon reasonable noticeprior notice and during normal business hours, the Company shall to (i) give Parent and its Representatives reasonable access during normal business hours to the officesSTX Assets or the NTX Assets, properties, books and records of such party and its Subsidiariesas applicable, (ii) furnish to Parent and its Representatives the senior management personnel engaged in the Subject STX Operations or the Subject NTX Operations, as applicable (in accordance with such financial and operating data and other information reasonable procedures as shall be determined by the party providing such Persons may reasonably requestaccess), and (iii) instruct properties, books, Contracts, commitments and records relating to the Representatives Subject STX Operations or the Subject NTX Operations, as applicable, including for purposes of conducting non-intrusive environmental assessments and (iv) all other financial, operating and data and information as the party requesting such access shall reasonably request in writing relating to the STX Assets or NTX Assets, as applicable; provided, however, that in each case such access shall not interfere unreasonably with the business and operations of the Company party providing such access and shall not include any invasive environmental sampling or testing, including but not limited to testing or sampling of facility surface and subsurface soils and water, air or building materials (unless the party who owns the relevant property and is providing such access shall consent in writing to such sampling or testing). Nothing contained in this Section 5.03 shall obligate any parties or their respective Affiliates or representatives to violate any applicable Law or breach any duty of confidentiality owed to any Person, whether such duty arises contractually, statutorily or otherwise. In addition, notwithstanding anything to the contrary contained in this Section 5.03, no party or any of its Subsidiaries Affiliates shall be obligated to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, provide to any other party (x) no investigation any work papers or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made similar materials prepared by the Company under this Agreementindependent public accountants of such party or its Affiliates, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion (provided that each party shall use commercially reasonable efforts to seek such access), or (y) nothing herein shall require the Company, any of its Subsidiaries access to or any of their respective Representatives to disclose information where such access or disclosure would (i) breach any information that would cause agreement with a loss third party, (ii) constitute a waiver of or jeopardize the attorney-client, work product client or other privilege held by such party or (iii) otherwise violate any other legal privilege applicable Law (it being understood provided that the parties each party shall use commercially reasonable best efforts to cause allow for such information to be provided access or disclosure in a manner that does not result in such a loss, which reasonable best efforts shall include entering into one breach or more joint defense or community violation of interest agreements on customary terms if counsels such privilege). If requested by Oncor prior to the parties reasonably conclude that such agreements are likely to preserve Closing, but not more than once per calendar month, SU will provide Oncor a written summary in reasonable detail of the privilege)actions taken by SU under the LP&L Participation Agreement and all budgets, or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted projections and cost estimates prepared in such manner as not to interfere unreasonably connection with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoprojects contemplated thereby.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the The Company shall (i) give Parent afford to Newco, Purchaser and REG and its Representatives and their accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access access, during normal business hours upon reasonable notice throughout the period prior to the officesClosing, propertiesto their respective properties and facilities (including all real property and the buildings, books structures, fixtures, appurtenances and records of such party improvements erected, attached or located thereon), Books and its SubsidiariesRecords, financial information (ii) furnish to Parent including working papers and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct in the Representatives possession of the Company or its independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its Subsidiaries to reasonably cooperate with Parent in its investigation businesses, properties and personnel of the Company and its Subsidiaries; provided thatas Newco, (x) no investigation Purchaser or REG shall reasonably request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderherein, including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company and its and their accountants, counsel, financial advisors, environmental consultants and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to Closing, to their respective properties and facilities, Books and Records, financial information, Contracts, commitments and records and, during such period, shall affect or be deemed to modify any representation or warranty made by furnish promptly such information concerning its businesses, properties and personnel of Newco, Purchaser and REG as the Company under this Agreementshall reasonably request in connection with the transactions contemplated herein; provided, and (y) nothing herein however, such investigation shall require not unreasonably disrupt the Companyoperations of Newco, any of its Subsidiaries Purchaser or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels REG. Prior to the Closing, each party hereto shall generally keep the other parties reasonably conclude that such agreements are likely informed as to preserve all material matters involving the privilege)operations and businesses of each other. The Company shall authorize and direct the appropriate directors, or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct managers, officers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of Newco, Purchaser and REG and their prospective lenders or placement agents and other financial sources. Newco, Purchaser and REG shall authorize and direct the appropriate directors, managers, officers and employees of Newco, Purchaser and REG to discuss matters involving the operations and business of Newco, Purchaser and REG with representatives of the Company and its Subsidiariesprospective lenders or placement agents and other financial sources. Any All nonpublic information that is provided to, or obtained pursuant to this Section 8.06 or by, any other provision of this Agreement party hereto in connection with the transactions contemplated hereby shall be subject to the terms “Confidential Information” for purposes of the Confidentiality Agreement dated May 17June __, 20062008 by and among REG and the Company and the Addendum to Confidentiality Agreement dated December 8, between Parent 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the Closing pursuant to the terms thereof; provided that Newco and each party hereto will comply the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company shall not be required to disclose any information if such disclosure would contravene any applicable Law or any Contract which may restrict the Company’s disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (other than REG) to provide the Company access to information regarding such parties on terms of substantially similar to those relating to the Confidentiality AgreementCompany’s access to information regarding Newco, whether or not a party theretoPurchaser and REG provided by this Section 6.1.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant (a) Subject to its terms, upon reasonable noticeapplicable Law, the Company shall (i) give will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and its Representatives reasonable access Merger Sub and their respective authorized Representatives, during normal business hours and upon reasonable advance notice (i) such access to the offices, properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, Parent, Merger Sub and their Representatives shall not have access to any books, records, documents and other information (i) to the extent that books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party and (provided that the Company shall use its Subsidiariesreasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreement), (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestthe extent that the disclosure thereof would result in the loss of attorney-client privilege, and (iii) instruct to the Representatives extent required by applicable Law (provided that the Company shall use its reasonable best efforts to enable the provision of reasonable access without violating such law) or (iv) to the extent relating to pricing or other matters that are highly sensitive if the exchange of such books, records, documents or other information (or portions thereof), as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates). The parties will make appropriate substitute arrangements under circumstances in which the restrictions of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request preceding sentence apply. All information exchanged pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y7.3(a) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of Confidentiality Agreements and the Confidentiality Agreement confidentiality agreement dated May 17February 5, 2006, between Parent among WLG, SK and HBK and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoCompany.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant Subject to its terms, upon reasonable noticeAntitrust Laws, the Company shall (i) give afford to Parent and its Representatives reasonable access during normal business hours access, at reasonable times upon reasonable prior notice, to the officesofficers, employees, properties, books offices and records other facilities of such party the Company and its SubsidiariesSubsidiaries and to their books, (ii) records, contracts and documents and shall furnish reasonably promptly to Parent and its Representatives such financial information concerning the Company’s and its Subsidiaries’ business (including financial, operating data and other information data), properties, assets, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent. Each of Parent and its Representatives shall conduct any such Persons may reasonably request, activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and (iii) instruct timely discharge by the Representatives employees of the Company and its Subsidiaries of their normal duties. With respect to reasonably cooperate with Parent in its investigation any person, “Representatives” shall mean, collectively, such person’s officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives. Notwithstanding the foregoing provisions of this Section 5.2, the Company and its Subsidiaries; provided thatshall not be required to, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, cause any of its Subsidiaries to, grant access or furnish information to Parent or any of their respective its Representatives to disclose any the extent that such information that would cause a loss of is subject to an attorney-client, /client or attorney work product privilege or any other legal privilege that such access or the furnishing of such information is prohibited by law or an existing contract or agreement (it being understood agreed that the parties Parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not result in cause such loss, which reasonable best efforts shall include entering into one jeopardization or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegecontravention), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the The Confidentiality Agreement dated May 17as of March 11, 2006, 2014 between Parent and the Company (the “Confidentiality Agreement”), shall survive the execution and each party hereto will comply with the terms delivery of the Confidentiality Agreementthis Agreement and, whether subject to Section 7.5, shall apply to all information furnished thereunder or not a party theretohereunder and any other activities contemplated thereby.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and (x) the termination Confidentiality Agreement dated as of this June 22, 2023 between the Company and Parent, (y) the Clean Team Agreement pursuant dated as of June 23, 2023 between the Company and Parent and (z) the Common Interest and Joint Defense Agreement dated as of July 17, 2023 between the Company and Parent (collectively, (x), (y) and (z) are referred to its terms, upon reasonable noticeas the “Confidentiality Agreement”), the Company shall (iand shall cause its Subsidiaries to) give (or in the case of work papers, shall use its commercially reasonable efforts to), upon reasonable prior written notice (a) provide Parent and its officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the Representatives properties, books and records, work papers and other documents of the Company and its Subsidiaries (including existing financial and operating data relating to the Company and its Subsidiaries), in each case consistent with the access provided to Parent and its Representatives reasonable access during normal business hours the due diligence investigation conducted by Parent in connection with the transactions contemplated by this Agreement prior to the offices, properties, books date hereof and records of such party and its Subsidiaries, (iib) furnish to Parent and its Representatives such financial and operating data and other existing information as such Persons may reasonably request within a reasonable time of such request, and (iii) instruct the Representatives including copies of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawexisting information. Any investigation pursuant to this Section 8.06 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information Notwithstanding anything in this Section 6.02 to the contrary: (i) nothing in this Section 6.02 shall require the Company or any of its Subsidiaries to (A) make any work papers of its auditors or accountants available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to the Company and such auditors or accountants or (B) provide any information, documents or access that is obtained pursuant would impair (based on the advice of the Company’s outside legal counsel) any attorney-client privilege of the Company or any of its Subsidiaries, or any Representative of the foregoing, or any protection under the work product doctrine or any similar privilege or protection, provided that, with respect to this Section 8.06 clause (B), the Company shall use reasonable best efforts to implement appropriate and mutually agreeable measures to permit the disclosure of any such information in a manner to remove the basis for the non-disclosure to the greatest extent possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to any information to be so provided; and (ii) any access to the Company’s or any other provision of this Agreement its Subsidiaries’ properties shall be subject to the terms Company’s reasonable security and insurance measures and shall not include the right to conduct any environmental testing, sampling or other intrusive investigations of the Confidentiality Agreement dated May 17, 2006, between any kind. No information or knowledge obtained by Parent and in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretohereunder.

Access to Information. From (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the date hereof until "PARENT REPRESENTATIVES") and Parent and its subsidiaries shall afford to the earlier of Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") access at reasonably scheduled times throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and the termination of this Agreement pursuant records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to its terms, upon reasonable notice, the Company shall one another (i) give Parent a copy of each report, schedule and its Representatives reasonable access during normal business hours other document filed or received by any of them pursuant to the offices, properties, books and records requirements of such party and its Subsidiariesfederal or state securities laws or filed by any of them with the SEC throughout the period prior to the Effective Time, (ii) furnish to Parent and its Representatives such financial and operating data and a copy of each notice or other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation communication from any governmental or request pursuant to this Section 8.06 regulatory agency or otherwise as undertaken authority in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (yiii) nothing herein shall require such other information concerning their respective businesses, properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided, however, that (A) no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of its Subsidiaries the respective parties to consummate the Merger and (B) no access or disclosure shall be required to be provided if such access or disclosure would impair any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product client privilege of the disclosing party or would violate any other legal privilege (it being understood that the parties applicable law or regulation. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause such information the Parent Representatives to be provided in a manner that does not result in such losshold, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of and the Company and its Subsidiaries. Any subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information that is obtained pursuant furnished to this Section 8.06 Parent and Subsidiary or any other provision of to the Company, as the case may be, in connection with the transactions contemplated by this Agreement shall be subject to in accordance with the terms provisions of the Confidentiality Agreement dated May 17Agreements, 2006except that (i) Parent, between Parent Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether Company may disclose any information that it is required by law or not a party theretojudicial or administrative order to disclose.

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and the termination of date this Agreement pursuant to is properly terminated in accordance with Article VIII, the Company will, and will cause each of its termsSubsidiaries and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors and representatives (collectively, the “Company Representatives”) to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Parent Representatives”) access, upon reasonable notice, the Company shall (i) give Parent notice and its Representatives reasonable access during normal business hours hours, to the offices, properties, offices and other facilities and to the books and records and personnel of such party the Company and each of its SubsidiariesSubsidiaries and will cause its Subsidiaries and the Company Representatives to furnish Parent, (ii) furnish to Merger Sub and the Parent and its Representatives with such financial and operating data and such other information as such Persons may reasonably request, with respect to the business and (iii) instruct the Representatives operations of the Company and its Subsidiaries subsidiaries as Parent, Merger Sub or the Parent Representatives may from time to time reasonably cooperate with Parent in its investigation of request. Neither the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, nor any of its Subsidiaries shall be required to provide access to, or disclose, information to the extent such access or disclosure would jeopardize or violate any of their respective Representatives to disclose any information that would cause a loss of attorney-clientclient privilege or contravene any law, work product rule, regulation, order, judgment, decree or any other legal privilege binding agreement entered into prior to the date of this Agreement (it being understood agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does would not result in such loss, which reasonable best efforts shall include entering into one jeopardy or more joint defense contravention). The Company makes no representation or community of interest agreements on customary terms if counsels warranty as to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation accuracy of any Applicable Law. Any investigation information provided pursuant to this Section 8.06 shall be conducted 6.5, and neither Merger Sub nor Parent may rely on the accuracy of any such information, in such manner each case other than as not to interfere unreasonably with expressly set forth in the conduct of the business of the Company Company’s representations and its Subsidiarieswarranties contained in Article IV. Any The information that is obtained provided pursuant to this Section 8.06 or 6.5 will be used solely for the purpose of effecting the Transactions and each of Parent and Merger Sub will, and will cause the Parent Representatives to, treat any other provision of this Agreement shall be subject to such information in accordance with the terms and conditions of the Confidentiality that certain Mutual Nondisclosure Agreement dated May 17November 7, 2006, 2011 between Parent and the Company and Parent (the “Confidentiality Agreement”) and those certain Letter Agreements, dated December 22, 2011, December 23, 2011, December 27, 2011 and December 30, 2011, between the Company and Parent (collectively, the “Diligence Agreements”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the Company’s or any of the Company Subsidiaries’ possession from time to time, and except for any information which (i) relates to the negotiation of this Agreement or the Transactions, (ii) is prohibited from being disclosed by applicable Law or (iii) on the advice of legal counsel of the Company would result in the loss of attorney-client privilege or other similar privilege from disclosure (provided that the Company will use reasonable best efforts to provide any information described in the foregoing clauses (ii) or (iii) in a manner that would not be so prohibited or would not jeopardize privilege), from and after the date hereof until the earlier of the Effective Time and Closing or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable noticeadvance written notice and so long as permissible under applicable Law and subject to appropriate COVID-19 Measures, the Company shall (i) give Parent provide to SPAC and its authorized Representatives reasonable access (which access will be under the supervision of the Company’s personnel) to the personnel, books, records, properties, financial statements, internal and external audit reports, regulatory reports, Contracts, Permits, commitments and any other reasonably requested documents and other information of the Company during normal business hours (in a manner so as to not interfere with the officesnormal business operations of the Company) and use commercially reasonable efforts to cause the employees, propertieslegal counsel, books accountants and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives representatives of the Company and its Subsidiaries to reasonably cooperate with Parent SPAC in its investigation of the Company and its SubsidiariesCompany; provided that, (x) that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 5.3 shall affect any representation or warranty given by the Company. All of such information shall be conducted in such manner treated as not confidential information pursuant to interfere unreasonably with the conduct Section 7.10 of this Agreement. Notwithstanding anything herein to the contrary, SPAC shall not, without the prior written consent of the Company, make inquiries of Persons having business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and relationships with the Company (including suppliers, customers and vendors) regarding the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether Company or not a party theretosuch business relationships.

Access to Information. From the date hereof until the earlier of the Effective Time Closing and the termination of this Agreement pursuant in accordance with Section 9.01 and subject to its termsApplicable Law and the Non-Disclosure Agreement dated as of September 18, upon reasonable notice2015, as amended on September 30, 2015, between MCK, Blackstone Management Partners L.L.C., Emdeon, Inc. and Xxxxxxx & Xxxxxxxx Advisors LLC (the Company “Confidentiality Agreement”), which shall remain in effect until the Closing or termination of this Agreement, each of MCK and Echo Holdco shall, and shall cause their respective Subsidiaries to, (i) give Parent to the other Parties hereto (and its Representatives their respective Representatives) reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, the applicable Contributed Business; (ii) furnish to Parent the other Parties hereto (and its Representatives their respective Representatives) such financial and operating data and other information relating to the Contributed Business as such Persons may be reasonably request, requested and (iii) instruct the Representatives employees, counsel and financial advisors of the Contributed Business to reasonably cooperate with the other Parties hereto in their investigation of the Contributed Business, provided, however, that (A) Echo Holdco and MCK shall not be required to permit such access to the extent that such access would reasonably be likely to interfere unreasonably with the Contributed Business or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties and (B) Echo Holdco and MCK shall not be required to permit disclosure to the extent that such disclosure would reasonably likely to (I) result in the loss of the protection of any attorney-client privilege, work product doctrine or other legal privilege or (II) violate any Applicable Law; provided that, with respect to clause (B) above, the Party withholding such information shall (i) (if permitted by Applicable Law) provide notice to the other Party that such information is being withheld pursuant to such Applicable Law or privilege if such notice can, in the good faith discretion of the withholding Party, be provided in a manner that would not result in such loss or violation and (ii) use commercially reasonable efforts to disclose such documents and information in a manner that would not result in such loss or violation; and provided, further, that notwithstanding anything to the contrary in this Agreement, in no event shall any Party or any of its respective Affiliates be entitled to any information relating to, or a copy of, any consolidated, combined, affiliated or unitary Tax Return that includes MCK or any of its Affiliates (other than pro forma information relating only to the Core MTS Business). Notwithstanding anything to the contrary contained herein, in the event that there is any pending dispute between Echo Parties, on the one hand, and MCK or its Subsidiaries, on the other hand, no party shall be required to grant access or disclosure pursuant to this Section 5.05 in respect of such Dispute and any such access and disclosure in respect of such dispute shall be subject to the applicable discovery rules. For the avoidance of doubt, notwithstanding Sections 5.06 and 5.09, the Parties acknowledge that BX and H&F and their Affiliates may provide non-public information about this Agreement, the Transactions and the Company to their existing and potential limited partners, members and other investors; provided that BX and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about the Company or any of its Subsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be limited to BX’s and H&F’s valuation of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiarieswithout providing underlying forecasted financial data or trends; provided thatthat BX shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo Holdco and Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, (x) no investigation or request pursuant further, that in any case BX shall provide prompt written notice of such disclosure to this Section 8.06 or otherwise as undertaken MCK. For the avoidance of doubt, in connection with the transactions contemplated hereunder, shall affect or be deemed to modify event of any representation or warranty made by conflict between the Company under Confidentiality Agreement and this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretocontrol.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeuntil the Effective Time, the Company shall (i) give afford to Parent and its Representatives authorized representatives and, solely with respect to the international operations of the Company and its Subsidiaries, to AES and its authorized representatives, reasonable access during normal business hours upon reasonable prior notice to the offices, properties, all of its books and records of and, during such party and its Subsidiariesperiod, (ii) the Company shall furnish promptly to Parent and its Representatives or AES, as applicable, such financial and operating data and other information concerning its business, properties and personnel as such Persons Parent or AES may reasonably request, . Parent or AES and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause authorized representatives will conduct all such information to be provided inspections in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of will minimize any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct disruptions of the business and operations of the Company and its Subsidiaries. Any Until the Effective Time, Parent and Purchaser and AES will hold any such information that is obtained in accordance with the provisions of the confidentiality agreement between the Company and Parent, dated as of November 6, 1996, or between the Company and AES, dated as of October 24, 1996, (as the case may be "Confidentiality Agreements"), and will cause such information to be so held by their Representatives (as defined in the Confidentiality Agreement). Upon a termination of this Agreement pursuant to Section 8.1, Parent, Purchaser, AES and their respective Representatives shall return (and hold confidential) all information provided pursuant to this Section 8.06 or any 6.4 and all other provision of this Agreement shall be subject Information (as defined in the Confidentiality Agreements) pursuant to the terms procedures set forth in the Confidentiality Agreements. The foregoing shall not require the Company to permit any inspection or to disclose any information which in the reasonable judgment of the Confidentiality Agreement dated May 17, 2006, between Parent and Company would result in the disclosure of any trade secrets of third parties or violate any obligation of the Company (with respect to confidentiality if the “Confidentiality Agreement”), and each Company shall have used its reasonable best efforts to obtain the consent of such third party hereto will comply with the terms of the Confidentiality Agreement, whether to such inspection or not a party theretodisclosure.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon (a) Upon reasonable notice, the Company shall, and shall cause each Company Subsidiary to, afford to the officers, directors, employees, accountants, counsel, financial advisors, consultants, and other advisors or representatives (icollectively, “Representatives”) give of Parent and its Representatives reasonable access during normal business hours to the offices, Company’s and the Company Subsidiaries’ properties, books books, records, contracts, commitments and records of personnel, but only to the extent that such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct access does not unreasonably interfere with the Representatives business or operations of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation the Company Subsidiaries, and the Company shall, and shall cause each of the Company Subsidiaries to, furnish as promptly as practicable to Parent (i) a copy of each material report, schedule and its Subsidiaries; provided thatother document filed, (x) no investigation furnished, published, announced or request received by it during such period pursuant to this Section 8.06 the requirements of federal or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect state securities Laws or be deemed to modify any representation or warranty made by the Company under this Agreementa Governmental Entity, and (yii) nothing herein shall require all other information with respect to the CompanyCompany as Parent may reasonably request; provided, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-clienthowever, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such Company may withhold any document or information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels (i) to the parties reasonably conclude extent that such agreements are likely to preserve the privilege), document or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and a confidentiality agreement with a third party (provided that the Company (the “Confidentiality Agreement”shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreements), and each party hereto will comply (ii) to the extent that the disclosure thereof would, in the Company’s good faith opinion after consultation with legal counsel, result in the terms loss of attorney-client privilege with respect to such document or information (provided that the Confidentiality AgreementCompany shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege), whether (iii) to the extent required by applicable Law (provided that the Company shall use its reasonable best efforts to enable the provision of reasonable access without violating such Law), or not a party thereto(iv) to the extent that the disclosure thereof would, in the Company’s reasonable discretion, result in significant antitrust risk.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the (a) The Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any cause each of its Subsidiaries or any to) afford to directors, officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of their respective Representatives to disclose any information that would cause a loss of attorney-clientParent reasonable access, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries. Any , during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the consummation of the transactions contemplated by this Agreement; provided, however, that is obtained pursuant to this Section 8.06 nothing herein shall require the Company or any other provision of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, be expected to (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party as of the date of this Agreement shall be subject (as long as the Company has used all commercially reasonable efforts to obtain the consent of the other party to the terms agreement), or (ii) constitute a waiver of the attorney-client, work product doctrine or other legal privilege held by the Company or any of its Subsidiaries; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any invasive additional diligence investigation after the date of this Agreement, including investigations or sampling at any property owned, operated or leased by the Company or its Subsidiaries without the prior written consent of the Company. 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 all reasonable efforts to communicate the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. The Confidentiality Agreement shall apply with respect to information furnished hereunder by or on behalf of the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement). The Company agrees that the Confidentiality Agreement dated May 17, 2006, between Parent is hereby amended to permit the inclusion of all actual or prospective sources of debt financing (including convertible or equity-linked debt) (and representatives of such financing sources) in the Company (the term “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoRepresentative” as such term is defined therein.

Access to Information. From Upon reasonable notice, each of Xxxxxxx-Xxxxxx, Spinco and Regis shall (and shall cause its Subsidiaries to), during the date hereof until period prior to the earlier of the Effective Time or the Termination Date, afford to each other and the termination of this Agreement pursuant to its termsrespective officers, upon reasonable noticeemployees, the Company shall (i) give Parent accountants, counsel, financial advisors and its Representatives other authorized representatives, reasonable access during normal business hours hours, to the officesall its books, records, Contracts, properties, books plants and records personnel (in the case of such party Xxxxxxx-Xxxxxx and its Subsidiaries, only with respect to the business of Spinco and its Subsidiaries) and, during such period, such party shall (and shall cause its Subsidiaries to) furnish promptly to the other party (a) notice of each material report, schedule, registration statement and other document filed, published, announced or received by Regis or Spinco (as applicable) during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under Applicable Laws) and (b) all information concerning it and its business, properties and personnel as such other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that (i) any Applicable Laws or Contract requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) furnish disclosure of such information would violate confidentiality obligations to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requesta third party, and (iii) instruct disclosure of such information would be reasonably likely to result in significant competitive harm to the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with disclosing Person if the transactions contemplated hereunderby this Agreement were not consummated, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such will provide extracts, or summaries, or aggregations or other information to be provided the greatest extent practicable in a manner that does not result in any such loss, which reasonable best efforts shall include entering into one violation or more joint defense improper disclosure or community (iv) in the case of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company Xxxxxxx-Xxxxxx and its Subsidiaries, the information is not related to the Spinco Business. Any The parties will hold any such information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall 7.3 in confidence in accordance with, and will otherwise be subject to to, the terms provisions of the Confidentiality Agreement dated May 17September 9, 20062005 between Xxxxxxx-Xxxxxx and Regis (as it may be amended or supplemented, between Parent and the Company (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by either Regis, Merger Sub or Subco, on the one hand, or Xxxxxxx-Xxxxxx or Spinco, on the other hand, shall not affect the representations and each party hereto will comply with warranties contained herein or the terms conditions to the respective obligations of the Confidentiality Agreementparties to consummate the Merger, whether the Subsequent Merger or not a party theretothe Spinco-Subco Merger.

Access to Information. From Upon reasonable notice, each of MI Corp. and MVT Corp. shall (and shall cause its Subsidiaries to), during the date hereof until period prior to the earlier of the Effective Time and Closing Date or the termination of date this Agreement pursuant is terminated, afford to Investor and to its termsrespective officers, upon reasonable noticeemployees, the Company shall (i) give Parent accountants, counsel, financial advisors and its Representatives other authorized representatives, reasonable access during normal business hours hours, to all the officesbooks, records, Contracts, properties, books plants and records personnel of the MVT Business and, during such party period, MI Corp. or MVT Corp. shall (and shall cause its Subsidiaries to) furnish promptly to Investor (a) notice of each material report, schedule, registration statement and other document filed, published, announced or received by MVT Corp. during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which MI Corp. or MVT Corp. is not permitted to disclose under Applicable Laws) and (b) all information concerning MVT Corp. and its Subsidiariesbusiness, properties and personnel as Investor may reasonably request; provided, however, that MI Corp. or MVT Corp. may restrict the foregoing access to the extent that (i) any Applicable Laws or Contracts requires MI Corp., MVT Corp. or their Subsidiaries to restrict or prohibit access to any such properties or information, (ii) furnish disclosure of such information would violate confidentiality obligations to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requesta third Person, and (iii) instruct disclosure of such information would be reasonably likely to result in significant competitive harm to MI Corp. or MVT Corp. if the Representatives Transactions were not consummated or (iv) in the case of the Company MVT Corp. and its Subsidiaries the information is not related to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify MVT Business. Investor will hold any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall 6.3 in confidence in accordance with, and will otherwise be subject to to, the terms provisions of the Confidentiality Agreement dated May 17January 29, 20062007 between MI Corp. and Warburg Pincus LLC (as it may be amended or supplemented, between Parent and the Company (the “Confidentiality Agreement”), . The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by Investor shall not affect the representations and each party hereto will comply with warranties contained herein or the terms conditions to the respective obligations of the Confidentiality Agreement, whether or not a party theretoparties to consummate the Transactions.

Access to Information. From Subject to Applicable Law, from the date hereof until the earlier of the Effective Time and subject to the termination Confidentiality Agreement dated June 24, 2009 between the Company and Parent (as supplemented on August 2, 2009, the “Confidentiality Agreement”), the Company and Parent shall and shall cause each of this Agreement pursuant its respective Subsidiaries to its terms, upon reasonable notice, the Company shall (ia) give Parent to the other party, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiariesparty, (iib) furnish to Parent the other party, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iiic) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and its Subsidiaries other authorized representatives to reasonably cooperate with Parent the other party in its investigation investigation; provided that the foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company and or Parent, as the case may be, would result in the disclosure of any Trade Secrets of Third Parties or violate any of its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries; provided that, (x) no investigation further that in each case Parent or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, as applicable, shall notify the other of any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorneysuch non-client, work product or any other legal privilege (it being understood that the disclosure and cooperate in making alternate arrangements. The parties shall use reasonable best efforts to cause such coordinate all requests for information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawthrough designated representatives. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesother party. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each representation or warranty made by any party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretohereunder.

Access to Information. From During the date hereof until Interim Period, to the earlier extent permitted by applicable Law and Contracts, each of the Effective Time parties hereto shall, and shall cause its respective Subsidiaries to, afford to the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives other parties reasonable access during normal business hours and upon reasonable advance notice to the all of their respective properties, offices, propertiesbooks, books Contracts (other than any Contracts that are determined to be of a competitively sensitive nature, which Contracts will provided to such other parties’ legal counsel), commitments, personnel and records and shall furnish, or cause to be furnished, reasonably promptly all information (financial or otherwise) concerning its business, properties and personnel as any of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and the other information as such Persons parties may reasonably request. Faraday and/or ISI shall furnish ISH and ILG with ISI’s unaudited consolidated balance sheet and the related statements of income and cash flows for each fiscal month within thirty (30) days following the end of each such fiscal month. ISH and/or ILG shall furnish Faraday and ISI with ILG’s unaudited consolidated balance sheet and the related statements of income and cash flows for each fiscal month within thirty (30) days following the end of each such fiscal month. Each party hereto will hold, and (iii) instruct the Representatives of the Company and will cause its Subsidiaries representatives to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thathold, (x) no investigation or request any nonpublic information, including any information exchanged pursuant to this Section 8.06 or otherwise as undertaken 9.06, in connection with confidence to the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made extent required by the Company under this Agreementand in accordance with, and (y) nothing herein shall require the Companywill otherwise comply with, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17Agreements. Each party hereto agrees to give prompt written notice to the other parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) could reasonably be expected to have, 2006individually or in the aggregate, between Parent and an ILG Material Adverse Effect or an ISI Material Adverse Effect, as applicable, or (ii) if unremedied by the Company (the “Confidentiality Agreement”)Closing Date, would cause or constitute a breach of any of its representations, warranties, or covenants contained herein, and each to use its reasonable best efforts to prevent or promptly to remedy the same; provided, however, that no such notification shall affect the representations, warranties and covenants of any party hereto will comply with or relieve any party of any breach of any such representation, warranty or covenant or affect the terms of remedies available to the Confidentiality other parties receiving notice hereunder. Notwithstanding anything to the contrary in this Agreement, whether no party shall be required to disclose any information to any other party if such disclosure would be reasonably likely to jeopardize any attorney-client or not a party theretoother legal privilege.

Access to Information. From (a) During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticePre-Closing Period, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestshall, and (iii) instruct the Representatives shall cause each of its Subsidiaries to, and the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of will use their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided its and their respective Representatives to, afford Parent, Buyer and their respective Representatives reasonable access on reasonable advance notice and in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours, to the officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of the Company and the Subsidiaries of the Company, and shall use reasonable best efforts to promptly furnish or cause to be furnished to Parent, Buyer and their respective Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as Parent, Buyer or their respective Representatives may reasonably request in writing; provided, however, that such access shall not permit Parent, Buyer and their respective Representatives to conduct any invasive environmental testing or sampling at any of the properties, offices and other facilities of the Company and its Subsidiaries. Any Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would cause significant competitive harm to the Company or its Subsidiaries if the Transactions are not consummated, (ii) if providing such access or disclosing such information would violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the date of this Agreement or (iii) that, would, in the reasonable judgment of the Company on advice of outside legal counsel, result in the loss of attorney-client privilege with respect to such information or would constitute a waiver of any other privilege or trade secret protection held by the Company or any of its Subsidiaries; provided, that the Company shall use its commercially reasonable efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or waiver of any other privilege or trade secret protection or (B) to develop an alternative to providing such information so as to address such matters that is obtained reasonably acceptable to Parent, Buyer and the Company. The Company shall advise Parent and Buyer in such circumstances that it is unable to comply with Parent’s and Buyer’s reasonable requests for information pursuant to the immediately preceding sentence, and the Company shall reasonably describe the reasons why such information is being withheld. The Company shall be entitled to have Representatives present at all times during any inspection by Parent, Buyer or their respective Representatives pursuant to this Section 8.06 5.02(a). No notice, access, review or investigation pursuant to this Section 5.02 or information provided, made available or delivered to Parent, Buyer or their respective Representatives pursuant to this Section 5.02 or otherwise shall affect any other provision representations or warranties of the Company or conditions or rights of Parent and Buyer contained in this Agreement. No investigation after the date of this Agreement shall affect or be subject deemed to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and modify or supplement any representation or warranty made by the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoherein.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the officesCyberonics Merger Effective Time, properties, books Sorin and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestCyberonics shall, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any cause each of their respective Representatives to disclose any information that would cause a loss of attorney-clientSubsidiaries, work product or any other legal privilege (it being understood that the parties and shall direct and use reasonable best efforts to cause their respective Representatives to: (i) provide to each other and their respective Representative, upon prior written notice, reasonable access, during normal business hours in such a manner as not to unreasonably interfere with the operation of any business conducted by it, to its officers, employees, properties, offices, other facilities and books and records; and (ii) furnish promptly such information concerning its business, properties, contracts, assets and liabilities as Sorin or Cyberonics or their respective Representatives may reasonably request; provided, however, that Sorin and Cyberonics shall not be required to be provided (or to cause any of their respective Subsidiaries or Representatives to) afford such access or furnish such information (x) to the extent that it reasonably believes in a manner good faith that does not doing so would: (A) result in such lossthe loss of attorney-client privilege; (B) violate any of its obligations with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which it is party; or (C) breach, contravene, violate or result in liability under any applicable Law (including the HSR Act or any other antitrust or competition Law) (it being agreed that Cyberonics and Sorin shall use their respective reasonable best efforts shall include entering into to reduce the scope of or eliminate the applicable restriction) or (y) if Cyberonics or any of its affiliates, on the one hand, and Sorin or more joint defense or community any of interest agreements its affiliates, on customary terms if counsels the other hand, are adverse parties in any Proceeding, to the parties extent that is reasonably conclude that pertinent to such agreements are likely Proceeding. Sorin and Cyberonics shall, and shall cause each of their respective Subsidiaries and shall direct and use reasonable best efforts to preserve the privilege)cause their respective Representatives to, hold all information provided or would constitute a violation of any Applicable Law. Any investigation furnished pursuant to this Section 8.06 shall be conducted 5.06 confidential in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply accordance with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant and prior to its termsthe Closing, upon reasonable noticeto the extent permitted by applicable Law and Contracts, each of the Company parties hereto shall (i) give Parent cause each of the Ventures and its Representatives their Subsidiaries to, afford to the other parties reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, commitments, personnel and records and shall furnish, or cause to be furnished reasonably promptly all information (financial or otherwise) concerning its business, properties and personnel as any of the other parties may reasonably request. Prior to and after the Closing, each party hereto will hold, and will cause its representatives to hold, any nonpublic information, including any information exchanged pursuant to this Section 9.06, in confidence, except to the officesextent disclosure is (a) required by law or pursuant to the terms of a valid and effective subpoena, propertiesorder or other inquiry issued by a court of competent jurisdiction or a federal, books state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or (b) necessary, desirable or appropriate (as determined by the Company) in connection with (i) the preparation and records filing (or submission) of such party a registration statement with the SEC relating to an initial public offering (“IPO”) of the Company’s Class A Common Shares, amendments thereto, and its Subsidiariescorrespondence with the SEC relating thereto, or (ii) furnish to Parent the consummation of the transactions contemplated by this Agreement, it being acknowledged and its Representatives such financial and operating data agreed that the underwriters for the IPO, their counsel and other information as such Persons may reasonably requestadvisors, and (iii) instruct the Representatives of accountants, counsel and other advisors to the Company shall be provided access to such information in connection with the IPO and its Subsidiaries to reasonably cooperate with Parent in its investigation of the transactions contemplated by this Agreement; provided, however, that this obligation shall terminate upon the Closing for the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. 26. From and after the date hereof until the earlier of the Effective Time Closing Date and the termination of this Agreement pursuant to in accordance with its terms, upon reasonable advance notice, the and subject to restrictions contained in any confidentiality agreement to which Parent or any Group Company is subject and subject to reasonable precautions related to COVID-19, each Group Company shall (i) give provide to Parent and its Representatives reasonable access authorized representatives, and Parent shall provide to each Group Company and its authorized representatives, in each case, during normal business hours reasonable access to the offices, properties, all books and records of such party and its Subsidiariesthe Group Companies or Parent, as applicable (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does so as to not result in interfere with the normal business operations of such loss, which reasonable best efforts Person). All of such information shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation be treated as confidential information pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, neither the Company nor any of its Affiliates (including the Group Companies), nor Parent or not any of its Affiliates shall be required to provide DOC ID - 32901658.22 65 access or to disclose information where such access or disclosure (i) would violate any contract or Law to which it is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, or (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iii) if it reasonably determines upon the advice of counsel that such information should not be so disclosed due to its competitively sensitive nature. In the event that Parent or any Group Company, as applicable, withholds access or information on the basis of the foregoing clauses (i) through (iii), Parent or such Group Company, as applicable, shall inform the other Party as to the general nature of what is being withheld and shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable access or disclosure that does not suffer from any of the foregoing impediments. Each of Parent and such Group Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the Parties.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company shall, and shall (i) give cause its Subsidiaries to, afford to Parent and its to the Representatives of Parent reasonable access during normal business hours hours, during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments, records (including for purposes of observing or conducting physical inventory), officers, and records of employees and, during such party period, the Company shall, and shall cause its SubsidiariesSubsidiaries to, (ii) furnish promptly to Parent and consistent with its Representatives such financial and operating data and legal obligations all other information concerning its business, properties and personnel as such Persons Parent may reasonably request; provided, and however, that the Company may restrict the foregoing access to the extent (iiia) instruct that an agreement is required to be kept confidential in accordance with its terms, (b) it is required by a Governmental Entity or (c) that, in the Representatives reasonable judgment of the Company and Company, applicable Law requires it or its Subsidiaries to reasonably cooperate with Parent in its investigation of restrict access to any properties or information; provided further that the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause limit such restrictions and shall furnish information to be the extent not so restricted; provided further, however, that (x) to the extent the Company or any of its Subsidiaries is restricted in or prohibited from providing any such access pursuant to a manner that does not result in such lossContract for the benefit of any third party under the preceding clause (a), which the Company shall use its reasonable best efforts (without being required to make any payments) to obtain any approval, consent or waiver with respect to such Contract that is necessary to provide such access, and (y) the foregoing shall include entering into one in no event permit Parent or more joint defense or community its Representatives to access information which is the subject matter addressed in Section 8.3, which shall be governed solely by the terms and conditions of interest agreements on customary terms if counsels Section 8.3. The Parties will hold any such information in confidence to the parties reasonably conclude that such agreements are likely to preserve extent required by, and in accordance with, the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct provisions of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement letter agreement dated May 17December 8, 20062015, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and or the termination of date this Agreement pursuant is terminated in accordance with Article 7, and subject to the requirements of any applicable Law, the Company shall, and shall cause each of its termsSubsidiaries and each of their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Company Representatives”) to, give Parent and Purchaser and their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Parent Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice, notice and during the Company shall (i) give Parent and its Representatives reasonable access during Company’s normal business hours hours, to the offices, properties, offices and other facilities and to the books and records of such party the Company and each of its SubsidiariesSubsidiaries and shall cause the Company Representatives to furnish or make available to Parent, (ii) furnish to Purchaser and the Parent and its Representatives such financial and operating data and such other information as such Persons may reasonably request, with respect to the business and (iii) instruct the Representatives operations of the Company and its Subsidiaries as Parent, Purchaser or the Parent Representatives may from time to time reasonably cooperate with Parent in its investigation request. The foregoing notwithstanding, the Company shall not be required to afford such access to the extent that it would unreasonably disrupt the operations of the Company and or any of its Subsidiaries; provided that, (x) no investigation or request pursuant would cause a violation of any agreement to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by which the Company under this Agreement, and (y) nothing herein shall require the Company, or any of its Subsidiaries is a party, would likely result in a loss of privilege or trade secret protection to the Company or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), its Subsidiaries or would constitute a violation of any Applicable applicable Law. Any investigation pursuant to this Section 8.06 Unless otherwise required by Law, each of Parent and Purchaser shall, and shall be conducted cause the Parent Representatives to, hold any such information in such manner as not to interfere unreasonably confidence in accordance with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement Agreement. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated May 17March 24, 2006, between Parent and the Company 2008 (the “Confidentiality Agreement”), between Parent and each party hereto will comply with the terms of the Confidentiality Agreement, whether Company shall apply to all information furnished to any Parent Representative by any Company Representative hereunder or not a party theretothereunder.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination of this Agreement pursuant to its terms, upon reasonable noticeConfidentiality Agreement, the Company and Parent shall (i) upon reasonable advance notice, give Parent to the other party, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal regular business hours to the offices, properties, books and records of such party (except that neither party shall conduct any environmental sampling or analysis without the advance written consent of the other party, which may be withheld in such other party’s sole discretion, and its Subsidiarieswithout executing a customary access and indemnity agreement in respect thereto), (ii) furnish to Parent the other party, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and its Subsidiaries other authorized representatives to reasonably cooperate with Parent the other party in its investigation investigation; provided, however, that each party may restrict the foregoing access and the disclosure of the Company and its Subsidiaries; provided that, (x) no investigation or request information pursuant to this Section 8.06 or otherwise as undertaken to the extent that (A) in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Companyreasonable good faith judgment of such party, any of Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of their respective Representatives such party, the information is subject to disclose confidentiality obligations to a Third Party or (C) disclosure of any such information that or document would cause a result in the loss of attorney-clientclient privilege; provided, work product further, that with respect to clauses (A) through (C) of this Section 8.06, Parent or the Company, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of any such Third Party to provide such access or disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and (3) in the case of clauses (A) and (C), enter into a joint defense agreement or implement such other legal privilege (it being understood that techniques if the parties shall use reasonable best efforts to cause determine that doing so would reasonably permit the disclosure of such information to be provided in a manner that does not result in without violating Applicable Law or jeopardizing such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesother party. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each representation or warranty made by any party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretohereunder.

Access to Information. From The Sellers shall cause the date hereof until the earlier Company and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) all of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books books, Contracts, commitments and records of such party the Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (iib) furnish all other information concerning the business, properties and personnel (subject to Parent restrictions imposed by applicable law) of the Company and its Representatives such financial and operating data and other information Subsidiaries as such Persons Purchaser may reasonably request, and (iiic) instruct the Representatives executive Senior Managers of the Company and any additional Employees of the Company or its Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company provide to Purchaser and its Subsidiariesaccountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided thatprovided, however, that no information discovered through the access afforded by this Section 6.1 shall (x) no investigation or request pursuant to this Section 8.06 limit or otherwise as undertaken in connection with affect any remedies available to the transactions contemplated hereunderParty receiving such notice, shall affect (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be deemed to modify amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any representation misrepresentations, breach of warranty or warranty breach of covenant. For the avoidance of doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product Sellers or any other legal privilege (it being understood that matter. The waiver of any condition based on the parties shall use reasonable best efforts to cause accuracy of any such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one representation or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)warranty, or would constitute a violation on the performance of or compliance with any Applicable Law. Any investigation pursuant such covenant or agreement, will not affect the right to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct indemnification, payment of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 Losses, or any other provision of this Agreement remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be subject required to the terms of the Confidentiality Agreement dated May 17show reliance on any representation, 2006warranty, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether certificate or not a party theretoother agreement in order for such Indemnified Party to be entitled to indemnification hereunder.

Access to Information. From the date hereof until the earlier The Company shall, and shall cause each of the Effective Time and the termination of this Agreement pursuant to its termsSubsidiaries to, upon reasonable advance notice, afford to Newco, any of its financing sources (provided that such financing sources are party to one of the Confidentiality Agreements, or a similar agreement providing for substantially the same terms as those set forth in the Confidentiality Agreements with respect to information provided by the Company shall (ieach such similar agreement, an “Additional Confidentiality Agreement”)) give Parent and its their Representatives reasonable access during normal business hours to all of the officesproperties, propertiespersonnel, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries (including Tax Returns filed and those in preparation, workpapers and other items relating to Taxes), and shall furnish as promptly as reasonably cooperate with Parent in its investigation practical or cause to be furnished promptly such reasonably available information concerning the business, properties and personnel of the Company and its SubsidiariesSubsidiaries as Newco may reasonably request; provided thatprovided, (x) however, that no investigation or request pursuant such access to this Section 8.06 or otherwise as undertaken in connection information shall unreasonably interfere with the transactions contemplated hereunderCompany’s or any of its Subsidiaries’ operation of its business; provided, shall affect or be deemed to modify any representation or warranty made by further, that the Company under shall not be required to provide access to or furnish any information if to do so would contravene any agreement to which the Company is party or any Law, or, in the event of any litigation or threatened litigation between the parties over the terms of this Agreement, and (y) nothing herein shall require where such access to information may be adverse to the Company, interests of the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-clientSubsidiaries; provided, work product or any other legal privilege (it being understood that further that, the parties shall use Company uses commercially reasonable best efforts to cause obtain permission to furnish such information and to be provided provide such information in a manner that does would not result be reasonably expected to adversely affect the Company’s interests in litigation; provided that the Company shall not be required to make any material payment in exchange for such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that permission. All such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 information shall be conducted kept confidential in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply accordance with the terms of the Confidentiality Agreement, whether Agreements or not a party theretoany similar agreement entered into between the Company and any Person to whom the Company provides information pursuant to this Section 6.4.

Access to Information. From Subject to currently existing contractual and legal restrictions applicable to the Company or any of its Subsidiaries, the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and its Subsidiaries and each of their accountants, counsel, financial advisors and other representatives of Parent reasonable access, and permit them to make such inspections as they may reasonably require of, during the period from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant through the Effective Time, all of their respective properties, books, contracts, commitments and records (including engineering records and Tax Returns and the work papers of independent accountants, if available and subject to its termsthe consent of such independent accountants) and, upon reasonable noticeduring such period, the Company shall, and shall cause each of its Subsidiaries to (i) give furnish promptly to Parent a copy of each report, schedule, registration statement and its Representatives reasonable access other document filed by it during normal business hours such period pursuant to the offices, properties, books and records requirements of such party and its Subsidiariesfederal or state securities laws, (ii) consistent with its legal obligations, furnish promptly to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, and (iii) instruct the Representatives promptly make available to Parent all personnel of the Company and its Subsidiaries knowledgeable about matters relevant to such inspections as reasonably cooperate with requested by Parent in its investigation and (iv) provide reasonable access to the Company's facilities and operations to enable Parent to conduct a health and safety review of the Company and its Subsidiaries; provided thatbusiness, (x) no investigation or request pursuant including the right to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawtake samples. Any No investigation pursuant to this Section 8.06 5.3 shall be conducted affect any representation or warranty in such manner as not this Agreement of any party hereto or any condition to interfere unreasonably with the conduct obligations of the business of the Company and its Subsidiariesparties hereto. Any All information that is obtained by Parent pursuant to this Section 8.06 or any other provision of this Agreement 5.3 shall be subject to the terms of kept confidential in accordance with the Confidentiality Agreement Agreement, dated May 1724, 2006, 2000 between Parent and the Company (the “Confidentiality Agreement”)"CONFIDENTIALITY AGREEMENT") and Parent and Company hereby agree that Paragraphs 7, 8 and each party hereto will comply with the terms 9 of the Confidentiality Agreement, whether or not a party theretoAgreement shall be terminated and of no further effect.

Access to Information. From (a) During the date hereof until the earlier Pre-Closing Period, Parent shall, and shall cause each of the Effective Time its Subsidiaries to, and the termination of this Agreement pursuant Parent and its Subsidiaries shall use their reasonable best efforts to cause its termsand their respective Representatives to, upon reasonable notice, afford the Company shall (i) give Parent and its Representatives reasonable access on reasonable advance notice and in a manner not unreasonably disruptive to the operations of the business of Parent and its Subsidiaries, during normal business hours hours, to the officesofficers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of such party Parent and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to promptly furnish or cause to be furnished to the Company and its Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as the Company may reasonably request in writing addressed to Xxxx Xxxxxx, Xxxxxx Xxxxx or any other person designated in writing by Xxxx Xxxxxx or Xxxxxx Xxxxx; provided, that such access shall not permit the Company and its Representatives to conduct any intrusive soil and groundwater investigation at any of the properties, offices and other facilities of Parent and its Subsidiaries. Notwithstanding the foregoing, Parent and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would or would reasonably be expected to cause material competitive harm to Parent or Buyer if the Transactions are not consummated, (ii) if providing such access or disclosing such information would reasonably be provided expected to, in the reasonable judgment of Parent after receiving advice from counsel violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the date of this Agreement or (iii) that, would reasonably be expected to in the reasonable judgment of Parent, result in the loss of attorney-client privilege with respect to such information or would reasonably be expected to constitute a waiver of any other privilege or Trade Secret protection held by Parent or any of its Subsidiaries; provided, that Parent shall use its commercially reasonable efforts (A) to allow for such access or disclosure in a manner that does not result in such loss, which reasonable best efforts shall include entering into one a loss of attorney-client privilege or more joint defense waiver of any other privilege or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), Trade Secret protection or would constitute a violation of any Applicable Lawsuch applicable Law or binding agreement or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Any Parent shall advise the Company in such circumstances that it is unable to comply with the Company’s reasonable requests for information pursuant to the immediately preceding sentence, and Parent shall reasonably describe the reasons why such information is being withheld. Parent shall be entitled to have Representatives present at all times during any inspection by the Company or their Representatives pursuant to this Section 6.06. No notice, access, review or investigation pursuant to this Section 8.06 shall be conducted in such manner as not 6.06 or information provided, made available or delivered to interfere unreasonably with the conduct of the business of the Company and or its Subsidiaries. Any information that is obtained Representatives pursuant to this Section 8.06 6.06 or otherwise shall affect any other provision representations or warranties of Parent or conditions or rights of the Company contained in this Agreement. No investigation after the date of this Agreement shall affect or be subject deemed to the terms of the Confidentiality Agreement dated May 17, 2006, between modify or supplement any representation or warranty made by Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoBuyer herein.

Access to Information. From During the date hereof until Interim Period, DLQ Parent, the earlier of the Effective Time Company, and the termination of this Agreement pursuant to Parent shall each, use its termscommercially reasonable efforts to, (a) upon reasonable noticeprior written notice and during regular business hours, continue to give the Company shall (i) give Parent other party, its legal counsel and its other Representatives reasonable access during normal business hours to the offices, properties, books properties and records of such party Books and its SubsidiariesRecords, (iib) furnish to Parent the other party, its legal counsel and its other Representatives such financial information relating to the business of the Company Group and operating data and other information Parent as such Persons may reasonably request, request and (iiic) instruct the cause its employees, legal counsel, accountants and other Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent the other party in its investigation of the Company and its Subsidiaries; provided that, Business (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by case of the Company under this AgreementGroup) or the business of Parent (in the case of Parent); provided, and (y) nothing herein shall require the Company, that any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business Business of the Company Group. Notwithstanding anything to the contrary expressed or implied in this Agreement, neither party shall be required to provide the access described above or disclose any information to the other party if doing so is, in such party’s reasonable judgement, reasonably likely to (i) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is a party or to which it is subject or any applicable Law. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require the Company Group to disclose (a) due diligence questions, lists or investigations conducted by others, names, bids, letters of intent, expressions of interest, or other proposals received from others in connection with the transactions contemplated hereby or otherwise information and analyses relating to such communications, (b) information related to the analysis of the transactions contemplated hereby by DLQ Parent or any member of the Company Group, (c) any document or information prohibited to be shared by Law until such time as such documents are not prohibited to be shared, and (d) the Company and DLQ Parent must approve, in its sole discretion, and an officer of the Company and its SubsidiariesDLQ Parent must be present and included in any communications with customers or employees of the Company. Any information that is obtained pursuant Parent agrees to this Section 8.06 or any other provision of this Agreement shall be subject to abide by the confidentiality terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of treat such information as Confidential Information under the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeTime, the Company shall, and shall cause each of its Subsidiaries to, (ia) give afford to Parent and its Representatives reasonable access during normal business hours access, at reasonable times upon reasonable prior notice, to (i) the officesofficers, key employees, Representatives, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data offices and other information as such Persons may reasonably request, and facilities (iiibut excluding for the conduct of any Phase II testing or sampling of environmental media) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent (including by way of in its investigation of person or telephonic meetings between the Company and its Representatives and Parent and its Representatives) and (ii) their books, records, documents and Contracts, and (b) furnish as promptly as reasonably practicable to Parent, its Subsidiaries and their Representatives such information concerning the Company’s and its Subsidiaries; provided that’ business, properties, Contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify other than any representation or warranty made publicly available document filed by the Company under this Agreementor its Subsidiaries with the SEC). Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. Notwithstanding the foregoing, and (y) nothing herein the Company shall require the Companynot be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, its Subsidiaries or any of their respective Representatives to disclose any information the extent that doing so would cause violate applicable Law or breach an obligation of confidentiality owing to a loss third party, or in the good faith determination of the Company would jeopardize the protection of attorney-clientclient or attorney work-product privilege or expose such party to risk of liability for disclosure of sensitive or personal information (provided that, work product or any other legal privilege (it being understood that in such case, the parties Company shall use its reasonable best efforts to cause provide such access or information to be provided (or as much of it as possible) in a manner that does not result in such lossthe events set out in this sentence). Parent agrees that it shall not, which and shall use its reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)cause its Representatives not to, or would constitute a violation of use any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or 5.1 for any other provision purpose unrelated to the Transactions. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall be subject apply to all information furnished thereunder or hereunder; provided, however, that, notwithstanding anything to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of contrary in the Confidentiality Agreement, whether all information furnished thereunder or not a party theretohereunder to Parent may be furnished by Parent and its Subsidiaries to their Representatives.

Access to Information. From Following the date hereof until and prior to the earlier of Closing, DHC will permit (and will cause the Effective Time Audio Company and its Subsidiaries and the termination Retained Subsidiaries to permit) representatives of this Agreement pursuant ANPP to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives have reasonable access during normal business hours and upon reasonable notice to the officesall premises, properties, books personnel, books, records, Contracts, commitments, reports of examination and records documents of or pertaining to DHC, the Audio Company or its Subsidiaries or the Retained Subsidiaries as may be reasonably necessary to permit ANPP to, at its sole expense, make, or cause to be made, such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information investigations thereof as such Persons ANPP may reasonably requestdetermine necessary in connection with the consummation of the Transactions, and DHC will (iii) instruct and will cause the Representatives of the Audio Company and its Subsidiaries to and the Retained Subsidiaries to) reasonably cooperate in good faith with Parent in any such investigations; provided, however, that (A) such access does not unreasonably disrupt the normal operations of DHC, any DHC Party, the Audio Company or its investigation Subsidiaries or any of the Company and its Retained Subsidiaries; provided that(B) none of the DHC Parties will be under any obligation to disclose to ANPP any information, the disclosure of which is restricted by Contract or Law, except in strict compliance with the applicable Contract or Law; and (xC) no none of the DHC Parties are under any obligation to disclose to ANPP any information as to which the attorney-client privilege may be available and where such disclosure would reasonably be expected to cause the loss of such privilege. No information or knowledge obtained in any investigation or request pursuant to this Section 8.06 5.02 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall will affect or be deemed to modify any representation or warranty made by contained herein or to modify the Company under this Agreement, and (y) nothing herein shall require conditions to the Company, any obligations of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts hereto to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to consummate the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoTransactions.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant (a) Subject to its terms, upon reasonable noticeapplicable Law, the Company shall (i) give will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and its Representatives reasonable access Merger Sub and their respective authorized Representatives, during normal business hours and upon reasonable advance notice (i) such access to the offices, properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, Parent, Merger Sub and their Representatives shall not have access to any books, records, documents and other information (i) to the extent that such books, records, documents or other information are subject to the terms of a confidentiality agreement with a third party and (provided that the Company shall use its Subsidiariesreasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreement), (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestthe extent that the disclosure thereof would result in the loss of attorney-client privilege, and (iii) instruct to the Representatives extent required by applicable Law (provided that the Company shall use its reasonable best efforts to enable the provision of reasonable access without violating such law) or (iv) to the extent relating to pricing or other matters that are highly sensitive if the exchange of such books, records, documents or other information (or portions thereof), as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates). The parties will make appropriate substitute arrangements under circumstances in which the restrictions of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request preceding sentence apply. All information exchanged pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y7.3(a) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent Agreements and the Company (the “Sterling Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company each of Fortune, ACCO and GBC shall (iand shall cause its Subsidiaries to) give Parent afford to the officers, employees, accountants, counsel, financial advisors and its Representatives other representatives of the other reasonable access during normal business hours hours, during the period prior to the officesEffective Time, to all its books, records, properties, books plants and records personnel (in the case of such party Fortune and its Subsidiaries, only with respect to the business of ACCO and its Subsidiaries) and, during such period, such party shall (and shall cause its Subsidiaries to) furnish promptly to the other party (a) notice of each material report, schedule, registration statement and other document filed, published, announced or received by GBC or ACCO (as applicable) during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under Applicable Laws) and (b) all information concerning it and its business, properties and personnel as such other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that (i) any Applicable Laws or Contract requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) furnish disclosure of such information would violate confidentiality obligations to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requesta third party, and (iii) instruct disclosure of such information would be reasonably likely to result in significant competitive harm to the Representatives disclosing Person if the transactions contemplated by this Agreement were not consummated or (iv) in the case of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company Fortune and its Subsidiaries; provided that, (x) no investigation or request pursuant the information is not related to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company ACCO and its Subsidiaries. Any The parties will hold any such information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall 7.3 in confidence in accordance with, and will otherwise be subject to to, the terms provisions of the Confidentiality Agreement dated May 17October 28, 20062004 between Fortune and GBC (as it may be amended or supplemented, between Parent and the Company (the “"Confidentiality Agreement”"), . The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by either GBC or ACCO shall not affect the representations and each party hereto will comply with warranties contained herein or the terms conditions to the respective obligations of the Confidentiality Agreement, whether or not a party theretoparties to consummate the Merger.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable prior notice, the Company shall (iand shall cause each of its Subsidiaries to) give Parent afford to the officers, employees, accountants, counsel, investment bankers, financial advisors and its Representatives reasonable access other representatives of Parent, access, during normal business hours during the period prior to the Effective Time, to all of its offices, properties, books books, contracts, commitments and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons representatives of Parent may reasonably request. Unless otherwise required by law and until the Effective Time, Parent and (iii) instruct Merger Subsidiary will hold any such information which is nonpublic in confidence in accordance with the Representatives provisions of the Agreement for Exchange of Confidential Information Confidentiality Agreement, dated June 9, 2000, between the Company and Parent (the "Confidentiality Agreement"). Section 5.4. Reasonable Best Efforts; Consents and Approvals. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. Each of the Company, Parent and Merger Subsidiary will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, furnishing all information determined by their respective counsel to be required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with this Agreement and the transactions contemplated hereby. Each of the Company, Parent and Merger Subsidiary will, and will cause its Subsidiaries to, take all reasonable actions determined by their respective counsel to reasonably be necessary to obtain (and will cooperate with Parent each other in its investigation of obtaining) any consent, authorization, order or approval of, or any exemption by, or to provide any required notice to, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Merger Subsidiary, the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken any of their Subsidiaries in connection with the transactions Merger or the taking of any action contemplated hereunder, shall affect thereby or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto5.5.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsTime, upon reasonable prior written notice, during regular business hours and subject to Applicable Law and the Confidentiality Agreement dated October 29, 2008 between the Company and Parent, as amended on November 5, 2008 (the “Confidentiality Agreement”), the Company shall (ia) give Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party the Company and its SubsidiariesSubsidiaries (including access to perform physical examinations and to take radiation samples) as Parent may reasonably request, (iib) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (iiic) instruct the Representatives management, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its reasonable investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained by Parent in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any other provision of representation or warranty made by the Company hereunder. Nothing in this Agreement Section 7.03 shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and require the Company (i) to permit any inspection, or to disclose any information , that in the “Confidentiality Agreement”), and each party hereto will comply with the terms reasonable judgment of the Confidentiality AgreementCompany would result in the disclosure of any trade secrets of Third Parties or violate any of the Company’s obligations with respect to confidentiality, whether (ii) to disclose any privileged information of the Company or its Subsidiaries or (iii) to disclose any information the disclosure of which could, in the reasonable judgment of the company, cause competitive harm to the Company if the transactions contemplated hereby are not a party theretoconsummated. In no event shall the Company be required to supply pursuant to this Section 7.03 to Parent, or Parent’s representatives, any information relating to indications of interest from, or discussions with, any potential acquirers of the Company, with respect to which Section 7.04 shall apply. All requests for access to the offices or books and records of the Company or its Subsidiaries shall be made to such representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder.

Access to Information. From (a) During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticePre-Closing Period, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestshall, and (iii) instruct the Representatives shall cause each of its Subsidiaries to, and the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use their reasonable best efforts to cause such information to be provided its and their respective Representatives to, afford Parent, Buyer and their Representatives reasonable access on reasonable advance notice and in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours, to the officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of the Company and its Subsidiaries, and shall use reasonable best efforts to promptly furnish or cause to be furnished to Parent, Buyer and their Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as Parent, Buyer or their Representatives may reasonably request (including to facilitate Parent’s review of REIT compliance matters) in writing addressed to Xxxxx Xxxxxx; provided, that such access shall not permit Parent, Buyer and their Representatives to conduct any intrusive soil and groundwater investigation at any of the properties, offices and other facilities of the Company and its Subsidiaries. Any Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would or would be reasonably likely to cause material competitive harm to the Company or its Subsidiaries if the Transactions are not consummated, (ii) if providing such access or disclosing such information would reasonably be expected to, in the reasonable judgment of the Company after receiving advice from counsel, violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the date of this Agreement, or (iii) that, would reasonably be expected to, in the reasonable judgment of the Company after receiving advice from counsel, result in the loss of attorney-client privilege with respect to such information or would reasonably be expected to constitute a waiver of any other privilege or Trade Secret protection held by the Company or any of its Subsidiaries; provided that the Company shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or waiver of any other privilege or Trade Secret protection or violation of any such applicable Law or binding agreement or (B) to develop an alternative to providing such information so as to address such matters that is obtained reasonably acceptable to Parent, Buyer and the Company. The Company shall advise Parent and Buyer in such circumstances that it is unable to comply with Parent or Xxxxx’s reasonable requests for information pursuant to the immediately preceding sentence, and the Company shall reasonably describe the reasons why such information is being withheld. The Company shall be entitled to have Representatives present at all times during any inspection by Parent or Buyer or their respective Representatives pursuant to this Section 8.06 5.02(a). No notice, access, review or investigation pursuant to this Section 5.02 or information provided, made available or delivered to Parent or Buyer pursuant to this Section 5.02 or otherwise shall affect any other provision representations or warranties of the Company or conditions or rights of Parent and Buyer contained in this Agreement. No investigation after the date of this Agreement shall affect or be subject deemed to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and modify or supplement any representation or warranty made by the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoherein.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant (a) Subject to its terms, upon reasonable noticeapplicable Law, the Company shall (i) give will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and its Representatives reasonable access Merger Sub and their respective authorized Representatives, during normal business hours and upon reasonable advance notice (i) such access to the offices, properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, Parent, Merger Sub and their Representatives shall not have access to any books, records, documents and other information (i) to the extent that such books, records, documents or other information are subject to the terms of a confidentiality agreement with a third party and (provided that the Company shall use its Subsidiariesreasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreement), (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestthe extent that the disclosure thereof would result in the loss of attorney-client privilege, and (iii) instruct to the Representatives extent required by applicable Law (provided that the Company shall use its reasonable best efforts to enable the provision of reasonable access without violating such law) or (iv) to the extent relating to pricing or other matters that are highly sensitive if the exchange of such books, records, documents or other information (or portions thereof), as reasonably determined by the Company's counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates). The parties will make appropriate substitute arrangements under circumstances in which the restrictions of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request preceding sentence apply. All information exchanged pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y7.3(a) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent Agreements and the Company (the “Sterling Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company --------------------- and TMW shall each (iand shall cause each of their respective subsidiaries to) give Parent afford to the officers, employees, accountants, counsel and its Representatives other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the officesEffective Time of the Merger, to all of its properties, books books, contracts, commitments and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestrecords, and (iii) instruct the Representatives during such period, each of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company TMW shall (and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any cause each of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels subsidiaries to) furnish promptly to the parties reasonably conclude that other (i) a copy of each report, schedule, registration statement and other document filed or received by it during such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation period pursuant to the requirements of the Exchange Act or the Securities Act (including all comment letters from the staff of the SEC) and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request; provided, however, that notwithstanding the foregoing provisions of this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 5.4 or any other provision of this Agreement Agreement, neither the Company nor TMW shall be required to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than the terms Company, TMW or any subsidiary or former subsidiary of the Company or TMW. Each of the Company and TMW agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this Section 5.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement dated February 18, 1999 (the "Confidentiality Agreement"), by and between the Company and TMW, shall apply with respect to information furnished by the Company, TMW and their respective subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement dated May 17, 2006, between Parent and that the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions hereof shall supersede all provisions of the Confidentiality Agreement, whether or not Agreement in the event of a party theretoconflict.

Access to Information. From (a) Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsand the Effective Time, upon reasonable notice, the Company each of VMI and INFUSYSTEM shall (i) give Parent I-FLOW and its Representatives I-FLOWSUB and their authorized representatives during reasonable access during normal business hours full access to the all plants, offices, propertieswarehouses and other facilities and to all contracts, books internal reports, data processing files and records, federal, state, local and foreign tax returns and records, commitments, books, records and affairs of such party VMI and its SubsidiariesINFUSYSTEM, whether located on the premises of VMI and INFUSYSTEM or at another location, (ii) permit I-FLOW and I-FLOWSUB to make such inspections as they may require, (iii) cause its officers to furnish to Parent I-FLOW and its Representatives I-FLOWSUB such financial financial, operating, technical and operating product data and other information with respect to the business and properties of VMI and INFUSYSTEM as I-FLOW and I-FLOWSUB from time to time may request, including without limitation financial statements and schedules, (iv) provided that VMI and INFUSYSTEM are permitted to participate, allow I-FLOW and I-FLOWSUB the opportunity to interview such Persons may reasonably requestemployees, vendors, customers, sales representatives, distributors and other personnel of VMI and INFUSYSTEM with VMI and INFUSYSTEM's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, and (iiiv) instruct the Representatives of the Company assist and its Subsidiaries to reasonably cooperate with Parent I-FLOW and I-FLOWSUB in its investigation the development of integration plans for implementation by I-FLOW and the Company and its SubsidiariesSurviving Corporation following the Effective Time; provided thatprovided, (x) however, that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 6.1 shall affect or be deemed to modify any representation or warranty made by the Company under this AgreementVMI, and (y) nothing herein shall require the Company, any of its Subsidiaries INFUSYSTEM or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoShareholders herein.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsTime, upon reasonable notice, the Company shall will (and will cause its Subsidiaries to) (i) give Parent Buyer, its counsel, financial advisors, Debt Financing Sources, auditors and its other authorized Representatives reasonable access during normal business hours to the employees, offices, representatives, properties, assets, books and records of such party the Acquired Companies and its Subsidiaries, (ii) furnish to Parent Buyer, and its Representatives counsel, financial advisors, Debt Financing Sources, auditors and other authorized representatives, such financial financial, tax and operating data and other information relating to the Company or each of its Subsidiaries as such Persons may reasonably request; provided, however, that any such access or furnishing of information will be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner that does not unreasonably or materially interfere with the business of the Acquired Companies. Notwithstanding anything to the contrary set forth in this Agreement, (iiiA) instruct the Representatives no such Person will have access (x) to personnel records of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in the Company’s good faith opinion the disclosure of which would reasonably be expected to expose any Acquired Company to material liability or (y) for purposes of their respective Representatives conducting any invasive environmental sampling or testing, and (B) the Company will not be required to disclose to Buyer or its counsel, financial advisors, auditors and other authorized Representatives any information that if doing so (x) would cause violate any contract or Applicable Law to which any Acquired Company is a party or is subject or (y) it believes in good faith based on advice of counsel would result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client, client and work product or privileges) (except that, prior to withholding any other legal privilege (it such information, the Company shall notify Buyer in writing of the nature of the information being understood that the parties shall withheld and use reasonable best efforts to cause take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer access to such information to be the fullest extent reasonably practicable under the circumstances). Buyer hereby acknowledges and agrees that all information and access provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement hereunder shall be subject to the terms and conditions of the that certain Confidentiality Agreement Agreement, dated May 17as of August 20, 20062021, by and between Parent American Securities LLC and the Company Issuer (the “Confidentiality Agreement”), ) and each party hereto that Buyer will comply with abide by the terms of the Confidentiality Agreement, whether or not a party Agreement with respect thereto.

Access to Information. From During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsPre-Closing Period, upon reasonable notice, the Company shall (i) give Parent provide, or cause to be provided, to 7 GC and its Representatives reasonable access during normal business hours reasonable access to all of the officesemployees, properties, Contracts, and books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies); provided, that (i) such party access may be limited by the Group Companies in response to COVID-19 Changes to the extent reasonably necessary in order to comply with any applicable COVID-19 Measures, and its Subsidiaries, (ii) furnish prior to Parent and its Representatives the closing of the Hyros Acquisition, such financial and operating data and other information as access in respect of Hyros shall only be required to be provided to the extent the Company has such Persons may reasonably requestright to provide such access under the Hyros Merger Agreement; provided, further, in each case that the Company shall, and (iii) instruct shall cause the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatother Group Companies to, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause provide such access as can be provided (or otherwise convey such information to regarding the applicable matter as can be provided in a manner that does not result in conveyed). All of such loss, which reasonable best efforts information shall include entering into one be treated as “Confidential Information” (or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation applicable equivalent term) pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether the provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing, none of the Group Companies shall be required to disclose to 7 GC or not any of its Representatives any information (i) if and to the extent doing so (A) would violate any applicable Law, (B) could, as reasonably determined upon the advice of outside legal counsel, result in the loss of the ability to successfully assert any attorney-client or work product privilege (provided, that, in case of each of (A) and (B), the Company shall, and shall cause the other Group Companies to, use reasonable best efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a party manner without violating such privilege, Contract or Law), or (ii) if any Group Company, on the one hand, and 7GC or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto.; provided, that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, or (C)

Access to Information. From Subject to compliance with applicable Laws and Orders and the date hereof terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Effective Time and Closing or the termination of this Agreement pursuant to in accordance with its terms, continuing access to the other parties’ virtual data rooms, and reasonable access, during normal business hours and upon reasonable notice, the Company shall (i) give Parent and to its Representatives reasonable access during normal business hours to the officesbusinesses, properties, books and records of and such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating other data and other information as such Persons a Party may reasonably request, as well as to the other Party’s and (iii) instruct its wholly-owned Subsidiaries’ personnel, subject, however, to such access not interfering with the Representatives ordinary conduct of its businesses. Subject to compliance with applicable Laws and Orders and such requests not materially interfering with the ordinary conduct of the Company business of a Party and its Subsidiaries to reasonably cooperate with Parent in its investigation of wholly-owned Subsidiaries, the Company will also make available to the Parties and its Subsidiariestheir Representatives all other information reasonably requested by Parent; provided thatprovided, (x) no investigation that if the terms of any Law, Order or request Contract shall limit a Party’s right to access or information pursuant to this Section 8.06 5.1, the disclosing Party shall use its commercially reasonable efforts to (a) obtain any consents from a third party to provide such access or information or (b) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise as undertaken pursuant to this Agreement or in connection with the transactions contemplated hereunderhereby, shall affect or be deemed is subject to modify any representation or warranty made by the Company under this Non-Disclosure Agreement, which will remain in full force and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or effect notwithstanding any other provision of this Agreement shall be subject or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the terms extent of the Confidentiality Agreement dated May 17, 2006, between Parent conflict or inconsistency and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms all other provisions of the Confidentiality Agreement, whether or not a party theretoNon-Disclosure Agreement will remain in full force and effect.

Access to Information. From The Company shall, and shall cause each of its Subsidiaries to, afford the date hereof until the earlier Representatives of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours and upon reasonable advance notice to the offices, its and its Subsidiaries’ properties, books and records of such party (including Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, and shall use its reasonable best efforts to furnish, or cause to be furnished, promptly to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company’s and its Subsidiaries’ business, (ii) furnish to properties and personnel as Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request; provided, and however, that (iiia) instruct such access or provision of information shall not unreasonably interfere with the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation business or operations of the Company and its Subsidiaries; provided that, (xb) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreementshall not be obligated to provide such access or information if the Company determines, and (y) nothing herein shall require in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the Company, any protection of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of the attorney-client, work product client or any other legal privilege privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (it being understood any such information, the “Restricted Information”); provided that the parties Company shall use its reasonable best efforts to cause allow for such information to be provided access or disclosure in a manner that does would not result in violate any such lossLaw, which reasonable best efforts shall include entering into one Contract or more joint defense obligation or community jeopardize the protection of interest agreements on customary terms if counsels the attorney-client or other privilege, or expose any such party to risk of liability for disclosure of sensitive or personal information, and (c) the Company will be permitted to redact any information or documentation provided to the parties reasonably conclude extent that such agreements information or documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are likely bound by a confidentiality agreement with it or Parent and to preserve the privilege), extent required by applicable Law or would constitute Contract to which the Company or its respective Subsidiaries is a violation party. In conducting any inspection of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) unreasonably interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Any All information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement ‎Section 6.4 shall continue to be subject to the terms of governed by the Confidentiality Agreement dated May 17, 2006, between Parent which shall remain in full force and effect in accordance with its terms. Nothing in this ‎Section 6.4 shall require the Company (to permit the “Confidentiality Agreement”)inspection of, and each party hereto will comply with or to disclose, any Acquisition Proposals or any information regarding or related to the terms deliberations of the Confidentiality Board of Directors of the Company with respect to the transactions contemplated by this Agreement, whether the entry into the Agreement, any of the matters referred to in ‎Section 6.3 or not a party theretoany materials provided to the Board of Directors of the Company in connection therewith, in each case, except to the extent such information is required to be disclosed in the Form S-4 or Proxy Statement/Prospectus.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company and TMW shall each (iand shall cause each of their respective subsidiaries to) give Parent afford to the officers, employees, accountants, counsel and its Representatives other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the officesEffective Time of the Merger, to all of its properties, books books, contracts, commitments and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestrecords, and (iii) instruct the Representatives during such period, each of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company TMW shall (and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any cause each of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels subsidiaries to) furnish promptly to the parties reasonably conclude that other (i) a copy of each report, schedule, registration statement and other document filed or received by it during such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation period pursuant to the requirements of the Exchange Act or the Securities Act (including all comment letters from the staff of the SEC) and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request; provided, however, that notwithstanding the foregoing provisions of this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 5.4 or any other provision of this Agreement Agreement, neither the Company nor TMW shall be required to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than the terms Company, TMW or any subsidiary or former subsidiary of the Company or TMW. Each of the Company and TMW agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this Section 5.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement dated February 18, 1999 (the "Confidentiality Agreement"), by and between the Company and TMW, shall apply with respect to information furnished by the Company, TMW and their respective subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement dated May 17, 2006, between Parent and that the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions hereof shall supersede all provisions of the Confidentiality Agreement, whether or not Agreement in the event of a party theretoconflict.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the The Company shall (iand shall cause each of its Subsidiaries to) give afford to directors, officers, employees, counsel, investment bankers, accountants and other authorized representatives ("Representatives") of Parent and its Representatives affiliates reasonable access during normal business hours to the officesaccess, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent, Holdings or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege. Any Parent agrees that it will not, and will cause its Representatives not to, use any information that is obtained pursuant to this Section 8.06 6.6 for any competitive or any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the Confidentiality Agreement transactions contemplated hereby pursuant to this Agreement, other than in connection with any divestiture or other disposition of assets. Except as otherwise contemplated hereby, the confidentiality agreement, dated May 1724, 20062007 (the "Confidentiality Agreement"), between the Company and Parent shall apply with respect to information furnished by the Company, its Subsidiaries and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoCompany's Representatives hereunder.

Access to Information. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsin accordance with Article IX or the Closing, upon reasonable notice, each of Parent and the Company shall, and shall (i) give Parent cause its Subsidiaries, and its Representatives and their officers, employees, auditors, counsel and agents to afford the officers, employees, auditors, counsel and agents of the other Party reasonable access during normal business hours hours, upon reasonable advance notice, to the officesits and its Subsidiaries’ officers, employees, auditors, agents, properties, offices and other facilities and to all of their respective books and records of such party records, and its Subsidiariesshall promptly make available to the other Party all financial, (ii) furnish to Parent operating and its Representatives such financial and operating other data and information (except for documents or information relating to the disclosing Party’s consideration, evaluation, assessment and/or negotiation of this Agreement or the Mergers or the other information transactions contemplated by this Agreement or, in the case of the Company, any Competing Proposal or Superior Proposal (except as such Persons otherwise required pursuant to Section 6.2)) as the other Party may reasonably request, request and (iii) instruct as will not unreasonably interfere with the Representatives ongoing operations of the Company and its Subsidiaries in any material respect. From time to time as reasonably cooperate requested by Parent or the Company, Parent and the Company will consult with Parent in its investigation the Chief Executive Officer and/or the Chief Financial Officer of the Company other Party regarding the scope of access to information contemplated by this Section 7.5, and its Subsidiaries; provided that, (x) no the Parties will agree on the appropriate level of detail and scope of access required by and consistent with this Section 7.5. No investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 7.5(a) shall affect or be deemed to modify any representation or warranty made by the Company herein or the conditions to the obligations of the Parties hereto under this Agreement, or limit or otherwise affect the remedies available to Parent, Merger Sub or Successor Sub pursuant to this Agreement. (b) Parent and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any Company agree that all information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 7.5 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained deemed received pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Mutual Confidentiality Agreement dated May 17as of November 6, 20062013 between Peerless Mfg. Co., between a subsidiary of the Company, and Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time The Company shall, and the termination of this Agreement pursuant to its terms, upon reasonable notice, shall cause the Company shall Subsidiaries to, afford to the officers, directors, employees, general or limited partners (iif applicable), managing members (if applicable), Affiliates, accountants, counsel, financial advisors, consultants, Financing sources, prospective Co-Investors and other professional advisors or representatives (collectively, “Representatives”) give of Parent and its Representatives reasonable access during normal business hours to all of the offices, Company’s and the Company Subsidiaries’ properties, books books, records, contracts, commitments and records personnel, and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent (a) a copy of each material report, schedule and other document filed, furnished, or received by it during such party period pursuant to the requirements of federal or state securities Laws or a Governmental Entity (other than routine filings, correspondence, reports, circulars or invoices), and its (b) all information as Parent may reasonably request; provided that the Company may restrict the foregoing access to those Persons (other than Persons who are “Representatives” under the Confidentiality Agreement, including those Persons referenced in the proviso in the second-to-last sentence of this Section 6.4(a)) who have entered into or are bound by a confidentiality agreement with the Company and to the extent required by applicable Law, and further such access shall be subject to reasonable restrictions imposed from time to time upon advice of counsel respecting the provision of privileged communications or any applicable confidentiality agreement with any Person (provided that the Company shall use commercially reasonable efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of reasonable access without violating such agreement). The Company shall also, with respect to each fiscal month ending after the date of this Agreement, furnish to Parent any “flash” or “management reports” relating to the financial and operating performance of the Company and the Company Subsidiaries, and any unaudited monthly financial statements, in each case to the extent made available to management of the Company, promptly following their availability (ii) furnish it being understood and agreed that the Company shall not be required to prepare any such reports solely for the purpose of complying with the foregoing). In conducting any inspection of any properties of the Company and the Company Subsidiaries, Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and shall not (iiii) instruct interfere with the Representatives business of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the or any Company and its Subsidiaries; provided thatSubsidiary conducted at such property, or (xii) no investigation damage any property or request any portion thereof. All information obtained pursuant to this Section 8.06 6.4 shall continue to be governed by the Confidentiality Agreement, provided that (x) any requirement under the Confidentiality Agreement to obtain approval for the disclosure of Evaluation Material (as defined in the Confidentiality Agreement) to potential Financing sources or otherwise prospective Co-Investors shall be waived during the period beginning on the date of this Agreement and ending on any termination of this Agreement, (y) such Persons shall constitute “Representatives” for all purposes of the Confidentiality Agreement and (z) such Persons shall be entitled to use Evaluation Material solely for purposes of evaluating whether to provide Financing or make a co-investment as undertaken a Co-Investor in connection with a Potential Transaction (as defined in the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Confidentiality Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any No investigation pursuant to this Section 8.06 6.4 or otherwise shall be conducted affect any representation or warranty in such manner as not this Agreement of any party hereto or any condition to interfere unreasonably with the conduct obligations of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoparties hereto.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination of this Agreement pursuant to its terms, upon reasonable noticeConfidentiality Agreement, the Company shall (i) give Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party the Company and its the Subsidiaries, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that (A) the Company shall not be required to provide access to or otherwise make available or furnish any contracts, agreements or other information governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof (provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereundersuch event, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use its reasonable best efforts to cause make alternative accommodations to convey the information contained in such information to be provided Parent in a manner that does not result breach or otherwise violate such confidentiality or non-disclosure agreements), (B) the Company shall not be required to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to jeopardize any attorney-client or other legal privilege (provided that, in such lossevent, which the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not jeopardize such privileges), (C) the Company shall include entering into one not be required to provide access to or more joint defense otherwise make available or community furnish any information regarding employees of interest agreements on customary terms the Company if counsels and to the parties reasonably conclude extent that the provision of such agreements are likely information would violate applicable privacy laws (provided that, in such event, the Company shall use its reasonable best efforts to preserve make alternative accommodations to convey the privilegeinformation contained in such information to Parent in a manner that does not jeopardize such laws), and (D) the Company shall not be required to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would constitute violate any other Applicable Laws, including Antitrust Laws (provided that, in such event, the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a violation of any Applicable Lawmanner that does not violate such laws). Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or Knowledge obtained by Parent in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and representation or warranty made by the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretohereunder.

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant in accordance with the terms set forth in Article X, to its terms, upon reasonable noticethe extent permitted by applicable Law, the Company shall will, during normal business hours and upon reasonable request, (ia) give Parent and its Representatives Representatives, upon receipt of advance notice, reasonable access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the offices, propertiespersonnel, auditors, books and records of such party the Company and its SubsidiariesSubsidiaries and personnel, documentation and information relating to the Company Owned Properties and Company Leases, (iib) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iiic) instruct the its Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent and its Representatives in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; provided, however, that such investigation shall not unreasonably interfere with the Company’s normal operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); provided further that no such investigation shall affect any representation or warranty given by any Party hereunder. Any Notwithstanding the foregoing, the Company shall not be required to provide any information that is it reasonably believes it may not provide to Parent by reason of any applicable Law, that constitutes information protected by attorney-client privilege or work product protection. The Company shall use its reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In no event shall Parent or its Representatives be entitled to conduct any invasive or intrusive sampling or testing of air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under any of the Company Owned Properties or any real property leased by the Company or any of its Subsidiaries prior to the Closing. All information obtained by Parent pursuant to this Section 8.06 or any other provision of this Agreement 6.4 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of the Confidentiality Agreement dated May 17of, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours afford to the officesofficers, propertiesemployees, books and records of such party and its Subsidiariesaccountants, (ii) furnish to Parent and its Representatives such attorneys, consultants, financial and operating data advisors and other information as such Persons may reasonably request, and (iii) instruct the Representatives representatives of the Company Parent reasonable access, upon reasonable notice and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such lossunreasonably disrupt or interfere with business operations, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels during normal business hours, during the period prior to the parties reasonably conclude Effective Time, to all its properties, books, contracts, commitments, records, officers and employees and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of U.S. federal or state securities laws, as applicable (other than documents that such agreements are likely party hereto had determined in good faith that it is not permitted to preserve the privilegedisclose under Applicable Law), and (b) such other information concerning it and its business, properties and personnel as such other party may reasonably request; provided, however, that any party hereto may restrict the foregoing access to the extent that (1) the Company reasonably determines in good faith that any law, treaty, rule or would constitute a violation regulation of any Applicable Law. Any investigation pursuant Governmental Entity applicable to this Section 8.06 shall the Company or any contract requires the Company to restrict or prohibit access to any such properties or information, or (2) counsel for the Company advises that such information should not be conducted disclosed in such manner as not order to interfere unreasonably ensure compliance with the conduct of the business of the Company and its SubsidiariesAntitrust Laws. Any The parties hereto shall hold any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement 6.03 in confidence in accordance with, and shall otherwise be subject to to, the terms provisions of the Confidentiality Agreement confidentiality agreement dated May 17October 21, 20062005, as amended by Section 11 of that certain letter agreement between Parent and the Company dated April 10, 2007, between Parent and the Company (as so amended, the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and each party hereto will effect. Any investigation by either Parent or the Company shall not affect the representations and warranties of the other party; provided, however, that Parent shall promptly notify the Company upon becoming aware of any breach of any representation or warranty by the Company or failure by the Company to comply with the terms of the Confidentiality Agreement, whether or not a party theretoany covenant.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeClosing, the Company shall and the Related Entities shall: (ia) give afford Parent and its Representatives reasonable access during normal business hours to and the officesright to inspect all of the Company Real Property, properties, assets, premises, books and records of such party records, Contracts, agreements and its Subsidiaries, other documents and data related to the Company and the Related Entities; (iib) furnish to Parent and its Representatives with such financial financial, operating and operating other data and other information related to the Company and the Related Entities as such Persons Parent or any of its Representatives may reasonably request, ; and (iiic) instruct the Representatives of the Company and its Subsidiaries the Related Entities to reasonably cooperate with Parent in its investigation of the Company and its Subsidiariesthe Related Entities; provided thatprovided, (x) no however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company or request the Related Entities. All requests by Parent for access pursuant to this Section 8.06 6.02 shall be submitted or otherwise directed exclusively to Xxx Xxxxxxx, Vice President, Director of Investment Banking, or such other individuals as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, and (y) nothing herein neither the Company nor the Related Entities shall require the Company, any of its Subsidiaries or any of their respective Representatives be required to disclose any information that would to Parent if such disclosure would, in the Company’s reasonable discretion: (x) cause a loss of significant competitive harm to the Company, the Related Entities and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-clientclient or other privilege; or (z) contravene any applicable Law, work product fiduciary duty or any other legal privilege binding Contract entered into prior to the date of this Agreement (it being understood agreed that the parties shall use commercially reasonable best efforts to cause such information to be provided in a manner that does would not result in any such lossconsequences). Prior to the Closing, without the prior written consent of the Company, which reasonable best efforts may be withheld for any reason, Parent shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)not contact any suppliers to, or would constitute a violation of any Applicable Law. Any investigation pursuant customers of, the Company or the Related Entities and Parent shall have no right to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business perform invasive or subsurface investigations of the Company Real Property. Parent shall, and shall cause its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to Representatives to, abide by the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether respect to any access or not a party theretoinformation provided pursuant to this Section 6.02.

Access to Information. From the date hereof until to the earlier of the Effective Time and the termination of this Agreement pursuant to its termsClosing Date, upon reasonable advance notice, the Company shall (i) give Parent Buyer and its Representatives reasonable access during normal business hours and without undue interruption of the Acquired Company’s day-to-day operations, to all of the offices, properties, books and records (other than records attorney-client privileged communications, information which is subject to a confidentiality agreement with a third party or that would cause an OCI and, for the avoidance of doubt, other than where access to such party information is prohibited by applicable Law) of the Acquired Companies, and its Subsidiarieswill furnish, (ii) furnish to Parent at Buyer’s expense, Buyer and its Representatives during such financial and operating data and period all such information (other than attorney-client privileged communications, information which is subject to a confidentiality agreement with a third party or that would cause an OCI and, for the avoidance of doubt, other than where access to such information is prohibited by applicable Law) concerning the affairs of the Acquired Companies as such Persons Buyer may reasonably request, and (iii) instruct the Representatives of ; provided that the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use its reasonable best efforts to cause allow for such information to be provided access or disclosure in a manner that does not result in such lossa violation of applicable Law, which a breach of a confidentiality agreement, or a loss of attorney-client privilege or that would cause an OCI, including using reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to obtain the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation required consent of any Applicable Lawapplicable third party or through the use of a “clean team”. Any investigation pursuant to Nothing in this Section 8.06 7.04 shall be conducted in such manner as not entitle Buyer or its Representatives to interfere unreasonably contact any third party doing business with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply Acquired Companies in connection with the terms Transactions or to access the properties, facilities, books or records of any such third party, in each case without Sellers’ Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer will treat all information so obtained as confidential in accordance with the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of Prior to the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (iand shall cause each of its Subsidiaries to) give Parent afford to the officers, employees, accountants, counsel and its Representatives other representatives of Parent, reasonable access during normal business working hours to all of its properties, finances, operating condition, books, Contracts and records and the officesCompany shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties, books books, Contracts, records and records of such party and its Subsidiaries, (ii) furnish to personnel as Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request. The Company shall make available to the officers, employees, accountants, counsel and (iii) instruct other representatives of Parent upon the Representatives reasonable request of Parent and during normal working hours all officers, accountants, counsel and other representatives or agents of the Company and or its Subsidiaries for discussion of the Company's or its Subsidiaries' businesses, properties or personnel as Parent may reasonably request. All requests to reasonably cooperate meet with Parent in its investigation any officer or employee of the Company and its Subsidiaries; provided thatshall be made to Kathleen Kelly, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require Vice President - Administration of the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall . The Xxxxxxx xxxxx use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels make available to the parties reasonably conclude officers, employees, accountants, counsel and other representatives of Parent upon the reasonable request of Parent such customers, suppliers or other Persons with whom the Company or any of its Subsidiaries maintains a business or commercial relationship; provided, that either Kathleen Kelly or Andrew Perz (or such agreements are likely to preserve the privilege)other Person designated by Kxxxxxxx Xxxxx or Axxxxx Xxxx) must be present at any meeting, or would constitute a violation pxxxxxxxxxxxx xn anx xxxxxxxxx conversation, between any officer, employee, accountant, counsel or representative of Parent and any Applicable Lawsuch Person. Any investigation All information obtained by Parent pursuant to this Section 8.06 5.4 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained constitute "Confidential Information" pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement confidentiality agreement, dated May 17February 27, 20062007, between Parent and the Company (the “"Confidentiality Agreement”), ") and each party hereto will comply with Acquisition Sub agrees to be bound to the terms and conditions of the Confidentiality Agreement, whether or not Agreement as if a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company and EarthLink shall each (iand shall cause each of their respective Subsidiaries to) give Parent afford to the officers, employees, accountants, counsel and its Representatives other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the officesEffective Time of the Merger, to all of its properties, books books, contracts, commitments and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestrecords, and (iii) instruct the Representatives during such period, each of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company EarthLink shall (and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any cause each of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels Subsidiaries to) furnish promptly to the parties reasonably conclude that other (i) a copy of each report, schedule, registration statement and other document filed or received by it during such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation period pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct requirements of the business Exchange Act or the Securities Act (including all comment letters from the staff of the Company SEC) and (ii) all other information concerning its Subsidiaries. Any information business, properties and personnel as such other party may reasonably request; PROVIDED, HOWEVER, that is obtained pursuant to notwithstanding the foregoing provisions of this Section 8.06 SECTION 5.2 or any other provision of this Agreement Agreement, neither the Company nor EarthLink shall be required to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than the terms Company, EarthLink or any Subsidiary or former Subsidiary of the Company or EarthLink. Each of the Company and EarthLink agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this SECTION 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality and Standstill Agreement dated May 24, 2000 (the "CONFIDENTIALITY AGREEMENT"), by and between the Company and EarthLink, shall apply with respect to information furnished by the Company, EarthLink and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement dated May 17, 2006, between Parent and that the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions hereof shall supersede all provisions of the Confidentiality Agreement, whether or not Agreement in the event of a party theretoconflict.

Access to Information. From the date hereof until the earlier of the Effective Time Closing and the termination of this Agreement in accordance with Section 9.01 and subject to Applicable Law and the Non-Disclosure Agreement dated as of September 18, 2015, as amended on September 30, 2015, between MCK, Blackstone Management Partners L.L.C., Emdeon, Inc. and Xxxxxxx & Xxxxxxxx Advisors LLC (the “Confidentiality Agreement”), which shall remain in effect until the Closing or termination of this Agreement, each of MCK and Echo Holdco shall, The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to its termsRule 83 of the Securities and Exchange Commission. and shall cause their respective Subsidiaries to, upon reasonable notice, the Company shall (i) give Parent to the other Parties hereto (and its Representatives their respective Representatives) reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, the applicable Contributed Business; (ii) furnish to Parent the other Parties hereto (and its Representatives their respective Representatives) such financial and operating data and other information relating to the Contributed Business as such Persons may be reasonably request, requested and (iii) instruct the Representatives employees, counsel and financial advisors of the Contributed Business to reasonably cooperate with the other Parties hereto in their investigation of the Contributed Business, provided, however, that (A) Echo Holdco and MCK shall not be required to permit such access to the extent that such access would reasonably be likely to interfere unreasonably with the Contributed Business or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties and (B) Echo Holdco and MCK shall not be required to permit disclosure to the extent that such disclosure would reasonably likely to (I) result in the loss of the protection of any attorney-client privilege, work product doctrine or other legal privilege or (II) violate any Applicable Law; provided that, with respect to clause (B) above, the Party withholding such information shall (i) (if permitted by Applicable Law) provide notice to the other Party that such information is being withheld pursuant to such Applicable Law or privilege if such notice can, in the good faith discretion of the withholding Party, be provided in a manner that would not result in such loss or violation and (ii) use commercially reasonable efforts to disclose such documents and information in a manner that would not result in such loss or violation; and provided, further, that notwithstanding anything to the contrary in this Agreement, in no event shall any Party or any of its respective Affiliates be entitled to any information relating to, or a copy of, any consolidated, combined, affiliated or unitary Tax Return that includes MCK or any of its Affiliates (other than pro forma information relating only to the Core MTS Business). Notwithstanding anything to the contrary contained herein, in the event that there is any pending dispute between Echo Parties, on the one hand, and MCK or its Subsidiaries, on the other hand, no party shall be required to grant access or disclosure pursuant to this Section 5.05 in respect of such Dispute and any such access and disclosure in respect of such dispute shall be subject to the applicable discovery rules. For the avoidance of doubt, notwithstanding Sections 5.06 and 5.09, the Parties acknowledge that BX and H&F and their Affiliates may provide non-public information about this Agreement, the Transactions and the Company to their existing and potential limited partners, members and other investors; provided that BX and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about the Company or any of its Subsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be limited to BX’s and H&F’s valuation of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiarieswithout providing underlying forecasted financial data or trends; provided thatthat BX shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo Holdco and Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, (x) no investigation or request pursuant further, that in any case BX shall provide prompt written notice of such disclosure to this Section 8.06 or otherwise as undertaken MCK. For the avoidance of doubt, in connection with the transactions contemplated hereunder, shall affect or be deemed to modify event of any representation or warranty made by conflict between the Company under Confidentiality Agreement and this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject control. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to the terms Rule 83 of the Confidentiality Agreement dated May 17, 2006, between Parent Securities and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoExchange Commission.

Access to Information. From the date hereof until the earlier of the Effective Time (a) Upon reasonable advance notice and the termination of this Agreement pursuant subject to its terms, upon reasonable noticeapplicable Law, the Company shall (iand shall cause its Subsidiaries to) give afford to the officers, employees, accountants, counsel, financial advisors, and other authorized Representatives of Parent and its Representatives reasonable access during normal business hours hours, during the period prior to the officesEffective Time or the termination of this Agreement, properties, books and records to all of such party its and its Subsidiaries’ properties, (ii) furnish books, Contracts, commitments, records, officers and employees, but only to Parent and its Representatives the extent that such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct access does not unreasonably interfere with the Representatives business or operations of the Company and its Subsidiaries (and, to the extent required by applicable Law, access to personnel records will be provided only if authorized by the specific employees), and, during such period, the Company shall (and shall cause its Subsidiaries to) provide access promptly to Parent all other information concerning it and its business, properties and personnel as Parent may reasonably cooperate request (including consultation on a regular basis with Parent in its investigation the Company’s agents, advisors, attorneys and Representatives with respect to litigation matters); provided, however, that the foregoing access shall not include the right to conduct environmental sampling of any kind at any real property without the prior written consent of the Company; provided, further, that the Company and may restrict the foregoing access to the extent that (i) any Law applicable to the Company requires the Company or its Subsidiaries; provided thatSubsidiaries to restrict or prohibit access to any such properties or information, (xii) no investigation the information is subject to the approval of a Third Party or request pursuant confidentiality obligations to this Section 8.06 a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of any Third Party or otherwise as undertaken (iv) disclosure of any such information or document could result in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal client privilege (it being understood provided that the parties Company and/or counsel for the Company shall use their reasonable best efforts to cause enter into such information joint defense agreements or other arrangements, as appropriate, so as to be provided allow for such disclosure in a manner that does not result in such lossthe loss of attorney-client privilege); provided, which however, that with respect to clauses (i) through (iv) of this Section 6.06(a), the Company shall use its reasonable best efforts shall include entering into one to (A) obtain the required consent of any Third Party to provide such access or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)disclosure, or would constitute a violation of any Applicable Law. Any investigation pursuant (B) develop an alternative to this Section 8.06 shall be conducted in providing such manner information so as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information address such matters that is obtained pursuant reasonably acceptable to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoCompany.

Access to Information. From During the period from the date hereof until the earlier of this Agreement through the Effective Time and subject to currently existing contractual and legal restrictions applicable to the termination Company or any of this Agreement pursuant to its terms, upon reasonable noticeSubsidiaries, the Company shall, and shall cause each of its Subsidiaries to, afford to the accountants, counsel, financial advisors and other representatives of Parent reasonable access to, and permit them to make such inspections as they may reasonably require of, all of their respective properties, books, contracts, commitments and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to (i) give furnish promptly to Parent a copy of each report, schedule, registration statement and its Representatives reasonable access other document filed by it during normal business hours such period pursuant to the offices, properties, books and records requirements of such party and its Subsidiariesfederal or state securities laws, (ii) furnish promptly to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, request and (iii) instruct the Representatives promptly make available to Parent all personnel of the Company and its Subsidiaries knowledgeable about matters relevant to reasonably cooperate with Parent in its investigation of such inspections; provided, however, that the foregoing shall not require the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries to furnish or otherwise make available to Parent or any of their respective Representatives its Subsidiaries customer-specific data or competitively sensitive information relating to disclose areas of the company's business in which Parent and/or any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that its Subsidiaries competes against the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable LawCompany. Any No investigation pursuant to this Section 8.06 5.2 shall be conducted affect any representation or warranty in such manner as not this Agreement of any party hereto or any condition to interfere unreasonably with the conduct obligations of the business of the Company and its Subsidiariesparties hereto. Any All information that is obtained by Parent pursuant to this Section 8.06 or any other provision of this Agreement 5.2 shall be subject to kept confidential in accordance with the terms of the Confidentiality Agreement Letter Agreement, dated May 17September 4, 2006, 1997 between Parent and the Company, as confirmed in a letter dated October 22, 1998 from Parent to the Company (collectively, the “"Confidentiality Agreement”"), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Upon reasonable notice, each of Alberto-Culver and Sally shall (and shall cause its Subsidiaries to), during the date hereof until period prior to the earlier of the Effective Time and Closing Date or the termination of date this Agreement pursuant is terminated, afford to Investor and to its termsrespective officers, upon reasonable noticeemployees, the Company shall (i) give Parent accountants, counsel, financial advisors and its Representatives other authorized representatives, reasonable access during normal business hours hours, to the officesall its books, records, Contracts, properties, books plants and records personnel (only with respect to the business of such party Sally and its Subsidiaries) and, during such period, Alberto-Culver or Sally shall (and shall cause its Subsidiaries to) furnish promptly to Investor (a) notice of each material report, schedule, registration statement and other document filed, published, announced or received by Sally during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which Alberto-Culver or Sally is not permitted to disclose under Applicable Laws) and (b) all information concerning Sally and its business, properties and personnel as Investor may reasonably request; provided, however, that Alberto-Culver or Sally may restrict the foregoing access to the extent that (i) any Applicable Laws or Contract requires Alberto-Culver, Sally or their Subsidiaries to restrict or prohibit access to any such properties or information, (ii) furnish disclosure of such information would violate confidentiality obligations to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requesta third party, and (iii) instruct disclosure of such information would be reasonably likely to result in significant competitive harm to Alberto-Culver or Sally if the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatTransactions were not consummated, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such Alberto-Culver or Sally will provide extracts, or summaries, or aggregations or other information to be provided the greatest extent practicable in a manner that does not result in any such loss, which reasonable best efforts shall include entering into one violation or more joint defense improper disclosure or community (iv) in the case of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company Alberto-Culver and its Subsidiaries, the information is not related to the Sally Business. Any Investor will hold any such information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall 6.3 in confidence in accordance with, and will otherwise be subject to to, the terms provisions of the Confidentiality Agreement dated May 179, 20062006 between Alberto-Culver and Investor (as it may be amended or supplemented, between Parent and the Company (the “Confidentiality Agreement”), . The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by Investor shall not affect the representations and each party hereto will comply with warranties contained herein or the terms conditions to the respective obligations of the Confidentiality Agreement, whether or not a party theretoparties to consummate the Transactions.

Access to Information. From Subject to Applicable Law, from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsuntil the Effective Time, upon reasonable noticenotice and during normal business hours, the Company shall and shall cause each other Acquired Company to (ia) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiariesthe Acquired Companies, (iib) furnish to Parent and its Representatives such financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request, request and (iiic) instruct the Representatives of the Company and its Subsidiaries Acquired Companies to reasonably cooperate with Parent in its investigation of the Acquired Companies; provided, however, that the Acquired Companies shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company and its Subsidiaries; provided that(after consultation with outside legal counsel), (xi) no investigation or request pursuant breach any agreement with any Person to this Section 8.06 which the Acquired Companies are party or otherwise as undertaken in connection with bound, (ii) constitute a waiver of the transactions contemplated hereunder, shall affect attorney-client or be deemed to modify any representation or warranty made other privilege held by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries the Acquired Companies, or (iii) otherwise violate any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege Applicable Law (it being understood agreed that the parties Company shall use reasonable best efforts give notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iii) above and thereafter the Company and Parent shall reasonably cooperate (including by entering into a joint defense or similar agreement) to cause such information to be provided in a manner that does would not result in such loss, which reasonable best efforts shall include entering into one reasonably be expected to waive the applicable privilege or more joint defense protection or community of interest agreements on customary terms if counsels to violate the parties reasonably conclude that such agreements are likely to preserve the privilegeapplicable restriction), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesAcquired Companies. Any information that is obtained pursuant Notwithstanding the foregoing, Parent shall not have access to this Section 8.06 or any other provision of this Agreement shall be subject to the terms personnel records of the Confidentiality Agreement dated May 17Acquired Companies relating to individual performance or evaluation records, 2006medical histories or other information, between Parent and the Company (disclosure of which would result in the “Confidentiality Agreement”), and each party hereto will comply with the terms violation of the Confidentiality Agreement, whether or not a party theretoApplicable Law.

Access to Information. From Subject to the Confidentiality Agreement, from the date hereof of this Agreement until the Closing or the earlier of the Effective Time and the termination of this Agreement pursuant to its termsin accordance with ‎Article 7, the Company will permit Parent, during normal business hours and upon reasonable notice, the Company shall (i) give Parent and its Representatives to have reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation the premises, properties, books, records (including Tax records of the Company) and contracts of the Company and its Subsidiaries, except, in each case, for privileged attorney-client communications or attorney work product, and information or materials required to be kept confidential by applicable Legal Requirements (provided; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereundereach such case, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreementshall, and (y) nothing herein shall require the Company, any of cause its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-clientto, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause provide (x) such access as can be provided (or otherwise convey such information to regarding the applicable matter as can be provided conveyed) or (y) such information in a manner without violating such privilege or Legal Requirement); provided, however, that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegeexercising access rights under this ‎Section 4.2(b), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall Parent and Parent’s Representatives will not be conducted in such manner as not permitted to interfere unreasonably with the conduct of the business of the Company and or any of its Subsidiaries. Any The Company will instruct the PCAOB Auditor to provide Parent and its Representatives reasonable access to all of the financial information used in the preparation of the Financial Statements and PCAOB Audited Financial Statements and reasonably cooperate with the preparation of financial statements or financial information for inclusion in the Form S-4; provided that is obtained Parent and its Representatives execute any customary non-reliance or similar agreement reasonably requested by the PCAOB Auditor; provided further that the Company shall be entitled to attend any meeting and be copied on any correspondence between Parent or any of its Representatives and the PCAOB Auditor. Parent will permit the Company and its Representatives, during normal business hours and upon reasonable notice, to have reasonable access to Representatives of Parent and Merger Sub and to the books, records (including Tax records of Parent) and contracts of Parent and Merger Sub, except, in each case, for privileged attorney-client communications or attorney work product, and information or materials required to be kept confidential by applicable Legal Requirements (subject to the above-referenced reasonable best efforts to provide appropriate access); provided, however, that in exercising access rights under this ‎Section 4.2(b), the Company and the Company’s Representatives will not be permitted to interfere unreasonably with the conduct of business of Parent or Merger Sub. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 8.06 ‎Section 4.2 will qualify or limit any other provision of this Agreement shall be subject representation or warranty set forth herein or the conditions to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”Closing set forth in ‎Section 6.2(a) or ‎Section 6.3(a), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoas applicable.