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 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. 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 (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 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 (a)From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant Time, subject to its terms, upon reasonable noticeApplicable Law, the Company shall (i) give Parent and its Representatives Representatives, upon reasonable notice, reasonable access during normal business hours to the offices, personnel, facilities, properties, books and records of such party the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the its Representatives of the Company and its Subsidiaries 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 ‎Section 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 that is obtained pursuant (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws) or binding agreement entered into prior to this Section 8.06 or any other provision the date of this Agreement or (B) protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts; provided, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate clause (A) or (B). Notwithstanding anything to the contrary, neither Parent nor its Representatives shall be subject provided access to the terms any offices, facilities or properties of the Confidentiality Agreement dated May 17Company or its Subsidiaries to conduct any Phase II environmental audits or other invasive or intrusive sampling of any building materials, 2006indoor or outdoor air, between Parent and the Company (the “Confidentiality Agreement”)water, and each party hereto will comply with the terms of the Confidentiality Agreementsoil, whether sediments or not a party theretoother environmental media.

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 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. (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 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 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 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 “Purchaser 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 Parent Merger Sub and its the Purchaser 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 Purchaser Representatives may from time to time reasonably cooperate with Parent in its investigation of request. Neither the Company and nor any of its Subsidiaries; Subsidiaries shall be required to provide access to, or disclose, information to the extent such access or disclosure would violate any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The Company makes no representation or warranty as to the accuracy of any information 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 Agreement6.5, and (y) nothing herein shall require neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company, any of its Subsidiaries or any of their respective Representatives to disclose any ’s representations and warranties contained in Article IV. The 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 6.5 will be conducted used solely for the purpose of effecting the Transactions and each of Parent and Merger Sub will, and will cause the Purchaser Representatives to, treat any such information in such manner as not to interfere unreasonably accordance with the conduct terms and conditions of the business of that certain Confidentiality Agreement dated February 7, 2008 between 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 17Parent, 2006, between Parent and the Company as amended (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 Each of the Effective Time Public Company and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Merger Partner shall (and Public Company shall (icause its subsidiaries to) give Parent afford to the other party’s officers, employees, accountants, counsel and its Representatives other representatives, reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books, contracts, commitments, personnel and records and, during such period, each of Public Company and Merger Partner shall (and Public Company shall cause its subsidiaries to) furnish promptly to the other party all information concerning its business, properties, books assets and records personnel as the other party may reasonably request in furtherance of the consummation of the Merger, the Concurrent Financing, or the other transactions contemplated by this Agreement; provided, however, that a party may restrict the foregoing access to the extent that (a) any applicable Law requires such party and its Subsidiariesrestriction, (iib) furnish such access would give rise to Parent and its Representatives a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege, or (c) such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives access would be in breach of the any confidentiality obligation or similar obligation. Each of Public Company and Merger Partner will (and Public Company will cause its Subsidiaries to reasonably cooperate subsidiaries to) hold any such information which is nonpublic in confidence in accordance with Parent the Confidentiality Agreement. 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 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 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 SubsidiariesMerger. Any information that is obtained pursuant to the access contemplated by this Section 8.06 or any other provision of this Agreement 6.4 shall be subject to the terms Confidentiality Agreement. Any access to any facilities of Merger Partner, Public Company, or any of their subsidiaries, shall be subject to the reasonable security measures and insurance requirements of Merger Partner, Public Company, or any of their subsidiaries, as applicable, and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Without limiting the generality of the Confidentiality foregoing, from the date of this Agreement dated May 17until the Effective Time, 2006each of Public Company and Merger Partner shall promptly provide the other party with copies of any material notice, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply report or other document received from any Governmental Entity in connection with the terms Merger or any of the Confidentiality transactions contemplated by this 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 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 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 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 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 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. 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 (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 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 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 (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 (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 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 Parent shall each (iand shall cause each of their respective subsidiaries to) give Parent afford to the officers, employees, accountants, counsel and its Representatives reasonable other representatives of the other, access during normal business hours from during the period from the date hereof to the officesEffective Time, 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 Parent shall (and shall cause each of their respective subsidiaries to) furnish promptly to the other (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the Exchange Act or the Securities Act and (ii) all other information concerning its Subsidiaries to business, properties and personnel as such other party may reasonably cooperate with Parent in its investigation request. Each 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 AgreementParent agrees that it will not, and (y) nothing herein shall require the Companyit will cause its respective representatives not to, any of its Subsidiaries or any of their respective Representatives to disclose use 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 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 17August 13, 20061996 (the "Company Confidentiality Agreement"), by and between the Company and Parent shall apply with respect to information furnished by the Company or its subsidiaries and the Company Company's representatives thereunder or hereunder and any other activities contemplated thereby. The Confidentiality Agreement dated August 13, 1996 (the “"Parent Confidentiality Agreement”"), by and each party hereto will comply with between the terms Company and Parent shall apply to the information furnished by Parent or its subsidiaries and Parent's representatives thereunder or hereunder and any other the activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not constitute a violation of either the Company Confidentiality Agreement or Parent 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 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. From (a) During the date hereof until Interim Period, to the earlier extent permitted by applicable Law and contracts, and subject to reasonable protocols described in writing implemented from time to time upon advice of outside counsel, each of ARPI and AMH shall, and shall cause each of the Effective Time ARPI Subsidiaries and the termination AMH Subsidiaries, respectively, to, afford to the other Party and to the Representatives of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives such other Party 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, during such period, each of ARPI and AMH shall, and shall cause each of the ARPI Subsidiaries and the AMH Subsidiaries, respectively, to, (i) furnish reasonably promptly to the officesother Party a copy of each report, propertiesschedule, books registration statement and records other document filed by it during such period pursuant to the requirements of federal or state securities Laws, except to the extent such party materials are otherwise publicly available, and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and furnish, upon reasonable request, all other information (financial or otherwise) concerning its business, properties and personnel as such Persons other party may reasonably request, and (iii) instruct . No representation or warranty as to the Representatives accuracy of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; information provided that, (x) no investigation or request pursuant to this Section 8.06 7.2 is made and the Parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article IV or Article V, and no investigation under this Section 7.2 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect any of the representations and warranties of the ARPI Parties or be deemed of the AMH Parties, respectively, contained in this Agreement or any condition to modify any representation or warranty made by the Company obligations of the Parties under this Agreement. Notwithstanding the foregoing, and neither ARPI nor AMH shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if ARPI or AMH, as applicable, has used its reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (y) nothing herein shall require the Company, disclosure of which would violate any Law or legal duty of the Party or any of its Subsidiaries Representatives (if ARPI or AMH, as applicable, has used its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any of their respective Representatives Law or legal duty) or (z) that is subject to disclose any information that would cause a loss of attorney-client, attorney work product or any other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (it being understood that the parties shall use if ARPI or AMH, as applicable, has used its reasonable best efforts to cause allow for such information access or disclosure to be provided in a manner the maximum extent that does not result in a loss of any such lossattorney-client, which attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege). Each of ARPI and AMH will 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 minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Partnership Merger Effective Time, (A) each of the ARPI Parties and each of the AMH Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties reasonably conclude that such agreements are likely to preserve with which the privilegeother Party has a business relationship (including tenants/subtenants), 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 regarding the business of such other Party or this Agreement and the Company transactions contemplated hereby without the prior written consent of such other Party not to be unreasonably withheld, conditioned or delayed, and (B) the ARPI Parties shall use commercially reasonable efforts, at AMH’s request, to arrange calls or meetings between the AMH Parties and/or their Representatives and the lessees under the Xxxx Lease and/or Heartland Lease, provided that management of ARPI shall have the option to be present at, and participate, in all such calls or meetings (provided that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict a Party 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 Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”ordinary course), 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 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 To the date hereof until the earlier of the Effective Time extent permitted by applicable Law 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 17August 26, 2006, between Parent and the Company 2009 (the “Confidentiality Agreement”), the Company shall afford to Parent and each to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.1 to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to Parent all other information concerning the Company’s business, properties and personnel as Parent may reasonably request; provided that no investigation pursuant to this Section 4.3 shall affect or modify any representation or warranty or any liability with respect thereto; and provided further, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) the Company may not be permitted to provide such access pursuant to applicable Law, (ii) access to any such documents or information is prohibited pursuant to the terms of any confidentiality, non-disclosure or other similar agreement to which the Company is a party hereto will comply as of the date hereof, or (iii) access to documents or information would, in the Company’s reasonable good faith opinion after consultation with outside legal counsel, result in the loss of attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information. Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence in accordance with the terms of the Confidentiality Agreement. If at any time after the date hereof, whether the Company withholds information or not a party theretodocuments from Parent because the Company determines in good faith that (i), (ii) or (iii) above may be implicated, then the Company shall promptly (and in no event later than 1 Business Day thereafter) inform Parent of the same and Parent and the Company shall discuss the same as soon as reasonably practicable thereafter.

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 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. 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 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 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 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 Effective Time, the Company will, and will cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors and representatives (collectively, the Effective Time "Company Representatives") to, provide Parent and the termination Purchaser and their respective officers, employees, counsel, advisors and representatives and financing sources (collectively, the "Parent Representatives") reasonable access (subject, however, to existing confidentiality and similar non-disclosure obligations and the preservation of this Agreement pursuant to its termsattorney-client and work product privileges), during normal business hours and upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, offices and other facilities and to the 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 subsidiaries, and will permit Parent and the Purchaser to make inspections of such as either of them may reasonably cooperate require, and will cause the Company Representatives and the Company's subsidiaries to furnish Parent, the Purchaser and the Parent Representatives to the extent available with Parent in its investigation such other information with respect to the business and operations of the Company and its Subsidiaries; provided thatsubsidiaries as Parent and the Purchaser may from time to time reasonably request. Unless otherwise required by law, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with Parent and the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this AgreementPurchaser will, and (y) nothing herein shall require will cause the CompanyParent Representatives to, hold 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 confidence until such losstime as such information otherwise becomes publicly available through no wrongful act of Parent, which reasonable best efforts shall include entering into one the Purchaser 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 LawParent Representatives. Any No investigation pursuant to this Section 8.06 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct affect any representations or warranties of the business parties herein or the conditions to the obligations of the parties hereto. In the event of termination of this Agreement for any reason, Parent and the Purchaser will, and will cause the Parent Representatives to, return to the Company or destroy all copies of written information furnished by the Company or any of the Company Representatives to Parent or the Purchaser or the Parent Representatives and its Subsidiaries. Any destroy all memoranda, notes and other writings prepared by Parent, the Purchaser or the Parent Representatives based upon or including the information that is obtained pursuant to this Section 8.06 furnished by the Company or any other provision of this Agreement shall be subject the Company Representatives to 28 29 Parent or the Purchaser or the Parent Representatives (and Parent will certify to the terms of the Confidentiality Agreement dated May 17Company that such destruction has occurred). In addition, 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 theretoAgreement (as hereinafter defined).

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 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. From (a) Upon reasonable notice and subject to applicable laws relating to the date hereof until exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the earlier officers, employees, accountants, counsel and other representatives of the Effective Time and the termination of this Agreement pursuant to its termsother party, upon reasonable noticeaccess, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books and records of such party and its Subsidiariesbooks, (ii) furnish to Parent and its Representatives such financial and operating data contracts, commitments, records, officers, employees, accountants, counsel and other representatives and, during such period, it shall, and shall cause its Subsid- iaries to, make available to the other party all information concerning its business, properties and personnel as such Persons the other party may 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, (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) that nothing herein shall require the Company, any of its Subsidiaries Newcourt or any of their respective Representatives the Newcourt Subsidiaries to disclose any information to CIT that would cause a loss significant competitive harm to Newcourt or its affiliates if the transactions contemplated by this Agreement are not consummated (the "Restricted Information"); provided further, however, that each of attorney-clientthe individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall be permitted access to the Restricted Information of Newcourt if, work product or but only if, such individual has executed and delivered to Newcourt an agreement (a) to be bound by the Confidentiality Agreement and (b) not to disclose to any other legal privilege (it being understood that person the parties Restricted Information. CIT shall use reasonable best efforts cause each such individual 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 comply strictly 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 such agreement to which such individual is a party and the Company (the “Confidentiality Agreement”), and each party hereto will CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate the Confidentiality rights of its customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, whether or . The parties hereto will use their reasonable best efforts to (x) mitigate any restrictions pursuant to the preceding sentence and (y) make appropriate substitute disclosure arrangements under circumstances in which such restrictions cannot a party theretobe so mitigated.

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 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 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 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 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 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. (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 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 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 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 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 (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 (a) During the date hereof period from the Agreement Date and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsand the Effective Time, upon reasonable notice, (i) the Company shall (i) give Parent use reasonable best efforts to afford Acquirer and its Representatives reasonable access during normal business hours and upon reasonable advance notice to (A) the offices, Company’s and the Subsidiaries’ properties, books personnel, books, Contracts and records of such party and its Subsidiaries, (iiB) furnish to Parent and its Representatives such financial and operating data and all other information as such Persons may reasonably requestconcerning the business, results of operations, product development efforts, properties and (iii) instruct the Representatives personnel of the Company and its the Subsidiaries to as Acquirer may reasonably cooperate with Parent in its investigation of request and (ii) 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 provide to Acquirer and its Representatives (at Acquirer’s cost) true, correct and complete copies of the Company’s and the Subsidiaries’ (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes and (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company or any Subsidiary has been a party, to the extent available; provided that the Company may restrict the foregoing access to the extent that (x) compliance with this Section 5.7 would destroy any attorney-client privilege of the Company with respect to such information communication or (y) any Applicable Law requires that such party restrict or prohibit access to be provided any such properties or information, or the terms of any Contract require that such party restrict or prohibit access to such Contract or such access would result in a manner breach of, or default or acceleration or termination right under, any Contract; provided, further, that does not result in such loss, which the Company shall use reasonable best efforts (at Acquirer’s cost) to seek and obtain any Third Person’s consent to disclosure of such documents and information. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall include entering into one or more joint defense or community of interest agreements notify Acquirer in writing that it is withholding information based on customary terms if counsels this Section 5.7 and shall use its reasonable best efforts to communicate the parties reasonably conclude applicable information to Acquirer in a way that such agreements are likely to preserve would not violate the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant , Contract or obligation to this Section 8.06 shall be conducted in or waive such manner as not privilege with respect 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 theretosuch communication.

Access to Information. From Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to and the Effective Time, (a) the Company will (i) give Acquiror and its termsauthorized representatives reasonable access, during regular business hours upon reasonable notice, to all offices, warehouses and other facilities of the Company shall (i) give Parent and its Representatives reasonable access during normal business hours Subsidiaries and to the offices, properties, all books and records of such party the Company and its Subsidiaries, (ii) permit Acquiror to make such reasonable inspections of the offices, warehouses, facilities, books and records described in clause (i) as it may require, (iii) cause its officers and those of its Subsidiaries to furnish to Parent and its Representatives Acquiror with such financial and operating data and other information as such Persons may reasonably request, with respect to the business and (iii) instruct the Representatives properties of the Company and its Subsidiaries Cable as Acquiror may from time to time reasonably cooperate with Parent in its investigation of request and (iv) permit Acquiror to conduct, at Acquiror's expense environmental tests and assessments and (b) Acquiror will keep the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant informed as 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 material developments affecting Acquiror and its Subsidiaries. Any All such access and information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement by Acquiror and its authorized representatives shall be subject to the terms and conditions of the Confidentiality Agreement dated May 17, 2006, letter agreement between Parent and the Company and Acquiror dated July 19, 1995 (the “"Confidentiality Agreement”"). All such information obtained by the Company and its authorized representatives, and, after the Closing, all other information regarding Cable which SHI or any of its Subsidiaries possesses or has access to (including pursuant to Section 6.18), and each party hereto will comply shall be treated in accordance with the terms of the Confidentiality Agreement, whether or not Agreement as if such agreement obligated such Persons to hold such information confidential on the same basis as set forth therein MUTATIS MUTANDIS and Acquiror were a party theretobeneficiary of such obligations.

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 and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant Closing Date, St. Xxxx shall afford to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives Post-Closing Subsidiaries and their respective authorized accountants, counsel and other designated representatives (collectively, "Representatives") reasonable, and reasonably prompt, access (including using commercially reasonable efforts to give access to Persons possessing information) during normal business hours to all data and information that is specifically described in writing (collectively, "Information") within the officespossession of St. Xxxx or any Post-Closing Subsidiary of St. Xxxx relating to the Company or any Post-Closing Subsidiary of the Company, propertiesinsofar as such Information is reasonably required by the Company or such Post-Closing Subsidiary including in connection with its preparation of regulatory reports and filings, books provided, that St. Xxxx shall not be obliged to provide information concerning contracts with an inception date of prior to January 1, 2002 other than: (i) copies of the underwriting files for contracts that were underwritten by St. Xxxx Re in the 1997, 1998, 1999, 2000 and records of such party 2001 underwriting years and its Subsidiaries, that are within the Transferred Lines or the Excluded Classes as set forth in Schedule 11.01; (ii) furnish to Parent and aggregate loss data for contracts that are within the Transferred Lines or the Excluded Classes upon the Company's representation that such information is required in connection with its Representatives such financial and operating data and other information as such Persons may reasonably request, business; and (iii) instruct St. Xxxx will also provide access to the Representatives of underwriting files (but shall not provide copies thereof) for contracts written by St. Xxxx Re within the Company and its Subsidiaries Transferred Lines or the Excluded Classes in underwriting years prior to reasonably cooperate with Parent in its investigation of 1997 upon the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant Company's representation that it requires access to this Section 8.06 or otherwise as undertaken such information in connection with the transactions contemplated hereunderits business. For greater certainty, St. Xxxx shall affect or be deemed provide monthly aggregate claims information relating to modify any representation or warranty made by the Company under this Agreementindividual contract having an inception date that is prior to January 1, and (y) 2002; however, nothing herein shall require that St. Xxxx share or provide any information concerning individual claims. Similarly, from and after the CompanyClosing Date, the Company shall afford to St. Xxxx, any Post-Closing Subsidiary of its Subsidiaries or any of St. Xxxx and their respective Representatives reasonable access (including using commercially reasonable efforts to disclose any information that would cause a loss of attorney-client, work product give access to Persons possessing information) during normal business hours to Information within the Company's or any Post-Closing Subsidiary of the Company's possession that is specifically described in writing relating to St. Xxxx or any Post-Closing Subsidiary of St. Xxxx, insofar as such Information is reasonably required by St. Xxxx or a Post-Closing Subsidiary of St. Xxxx. Information may be requested under this Article XI for, without limitation, audit, accounting, claims, litigation (other legal privilege (it being understood that than any claims or litigation between the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such losshereto or their Subsidiaries) and tax purposes, which reasonable best efforts shall include entering into one or more joint defense or community as well as for purposes 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 fulfilling disclosure and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of reporting obligations and for performing 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 contemplated hereby.

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 cause each Company Subsidiary to, afford to the officers, directors, employees, accountants, counsel, financial advisors, consultants, Financing Sources and other advisors or representatives (icollectively, “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 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 state securities laws or a Governmental Entity and (ii) all other information with the transactions contemplated hereunder, shall affect or be deemed respect to modify any representation or warranty made by the Company under this Agreementas Parent may reasonably request; provided, and (y) nothing herein shall require the Companyhowever, that none of Parent, any of its Subsidiaries Parent Subsidiary or any of their respective Representatives to disclose shall conduct any information that would cause a loss of attorney-client, work product environmental sampling or any other legal privilege (it being understood surface or subsurface assessment or investigation; and provided further 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 a confidentiality agreement with a third party (provided that the Confidentiality Agreement Company shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreements), (ii) to the extent that the disclosure thereof would, in the Company’s good faith opinion after consultation with legal counsel, result in the loss of attorney-client privilege with respect to such document or information (provided that the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege), (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 (iv) to the extent that the disclosure thereof would, in the Company’s reasonable discretion, result in significant antitrust risk. All information exchanged pursuant to this Section 6.3 shall be provided pursuant to the terms of, and be subject to, the confidentiality agreement dated May as of December 17, 20062009 (as amended, between Parent and the Company (the “Confidentiality Agreement”), between the Company and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoParent.

Access to Information. From Subject to Section 5.3 hereof, from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeAgreement, the Company shall, and shall cause each of its Subsidiaries to, at Parent’s expense, afford the advisors, representatives, officers, directors, employees, auditors and other agents of Parent (iprovided, that Parent shall cause such advisors, representatives, officers, directors, employees, auditors and other agents to treat any information gained thereby as confidential) give Parent and its Representatives reasonable access 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 requestupon reasonable advance written notice, and subject to reasonable rules and regulations of the Company, to (iiia) instruct the Representatives Specified Company Employees and, with the prior written consent of a Specified Company Employee (such consent not to be unreasonably withheld, delayed or conditioned), any of the other employees of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation which any Specified Company Employee provides his consent, (b) the properties, offices and other facilities of the Company and its Subsidiaries and (c) to the extent not prohibited by Law, all books and records, and all financial, operating and other data and information, with respect to the Business that are in the possession of the Company or any of its Subsidiaries, in each case, as Parent may reasonably request; provided provided, however, (i) if the Company so requires, Parent’s representatives conducting any physical inspection of the properties, offices or other facilities of the Company or one of its Subsidiaries shall be accompanied by one or more representatives of the Company and (ii) the Company shall not be required to provide any such access to the extent that it would require the Company or any of its Subsidiaries to (w) disclose information subject to attorney-client privilege as advised by the Company’s outside counsel (after taking into account the potential for a “continuity of interest” or similar agreement; provided, that, in any event, the Company will disclose to Parent that it is withholding information in reliance upon this Section 5.4), (x) no investigation disclose information that would cause significant competitive harm to the Company or request pursuant to this Section 8.06 or otherwise as undertaken in connection with its Subsidiaries if the transactions contemplated hereunderby this Agreement are 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 violate applicable Law, or (z) violate any confidentiality obligations to which the Company, Company or any of its Subsidiaries is bound. All requests for such access shall be directed to a Specified Company Employee or such other person as the Company may designate in writing to Parent from time to time. Anything herein to the contrary notwithstanding, prior to the Closing, without the express prior written consent of the Company, which consent shall not be unreasonably withheld, neither Parent nor MergerSub, nor any of their advisors, representatives, officers, directors, employees, auditors or other agents shall contact any customers to, or vendors or suppliers of, the Company, or shall have 53 any right to perform sampling or any invasive or subsurface investigations of any properties or facilities of the Company or any of their respective Representatives its Subsidiaries. In exercising its rights hereunder, Parent shall, and shall cause its advisors, representatives, officers, directors, employees, auditors and other agents 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 conduct themselves so as not to unreasonably interfere unreasonably with in the conduct of the business Business of the Company and its SubsidiariesSubsidiaries prior to the Closing. Any information that is obtained pursuant to Parent shall, at its sole cost and expense, promptly reimburse the Company for any loss or damage arising from or caused by Parent’s exercise of its rights under this Section 8.06 or any other provision of this Agreement 5.4 and shall be subject to the terms of the Confidentiality Agreement dated May 17indemnify, 2006, between Parent defend and hold harmless the Company and its Subsidiaries from and against any claims, liabilities, damages, judgments or expenses (the “Confidentiality Agreement”), and each party hereto will comply with the terms including reasonable attorneys’ fees) incurred by any of the Confidentiality Agreement, whether them relating to any injury or not a party theretodamage to any Person or property arising or resulting therefrom.

Access to Information. 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 shall use its reasonable best efforts to (i) give afford Parent and its authorized Representatives reasonable access during normal business hours to the offices, properties, properties and 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 and (ii) furnish to the authorized Representatives of Parent such reports, schedules and other documents filed or received by it pursuant to the requirements of Applicable Law and such additional accounting, financing, operating, and additional available information regarding the Company and its Subsidiaries (or copies thereof), as Parent may from time to time reasonably cooperate request; provided that (x) any such access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of the personnel of the Company or its Subsidiaries and in such a manner as not to unreasonably interfere with Parent in its investigation the normal operations of the Company and its Subsidiaries; provided that, (xy) no investigation or request all requests for access pursuant to this Section 8.06 7.03 shall be made in writing and shall be directed to and coordinated with a person or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made persons designated by the Company under in writing and (z) Parent shall not, and shall cause their respective Representatives not to, contact any of the employees, customers, distributors or suppliers of any Company Entity, without the specific prior written authorization of the Company. Notwithstanding anything to the contrary in this Agreement, and (y) nothing herein the Company 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 Parent or its respective 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 (it being understood C) result in the loss of protection of any proprietary information or Trade Secrets of any Company Entity; provided that the parties Company shall give notice to Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.03 and thereafter Parent and the Company 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 Parent nor any of its Representatives shall be allowed to conduct any invasive or subsurface sampling of any soil or groundwater or other environmental media, or any building material, without the prior written consent of the Company, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to consent may be withheld in 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 sole discretion 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 theretoCompany.

Access to Information. From the date hereof until the earlier Each of the Effective Time Public Company and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Merger Partner shall (and Public Company shall (icause its subsidiaries to) give Parent afford to the other party’s officers, employees, accountants, counsel and its Representatives other representatives, reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books, contracts, commitments, personnel and records and, during such period, each of Public Company and Merger Partner shall (and Public Company shall cause its subsidiaries to) furnish promptly to the other party all information concerning its business, properties, books assets and records personnel as the other party may reasonably request in furtherance of the consummation of the Merger, the Financing, or the other transactions contemplated by this Agreement; provided, however, that a party may restrict the foregoing access to the extent that (a) any applicable Law requires such party and its Subsidiariesrestriction, (iib) furnish such access would give rise to Parent and its Representatives a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege, or (c) such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives access would be in breach of the any confidentiality obligation or similar obligation. Each of Public Company and Merger Partner will (and Public Company will cause its Subsidiaries to reasonably cooperate subsidiaries to) hold any such information which is nonpublic in confidence in accordance with Parent the Confidentiality Agreement. 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 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 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 SubsidiariesMerger. Any information that is obtained pursuant to the access contemplated by this Section 8.06 or any other provision of this Agreement 6.4 shall be subject to the terms Confidentiality Agreement. Any access to any facilities of Merger Partner, Public Company, or any of their subsidiaries, shall be subject to the reasonable security measures and insurance requirements of Merger Partner, Public Company, or any of their subsidiaries, as applicable, and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Without limiting the generality of the Confidentiality foregoing, from the date of this Agreement dated May 17until the Effective Time, 2006each of Public Company and Merger Partner shall promptly provide the other party with copies of any material notice, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply report or other document received from any Governmental Entity in connection with the terms Merger or any of the Confidentiality transactions contemplated by this Agreement, whether or not a party thereto.

Access to Information. (a) From the date hereof until through the Closing Date or the earlier of the Effective Time and the termination of this Agreement pursuant to in accordance with its terms, upon reasonable noticeand subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the MSP Companies by third parties that may be in the MSP Companies’ possession from time to time, and except for any information which (x) relates to interactions with prospective buyers of the MSP Companies or the negotiation of this Agreement or the Acquisition, (y) is prohibited from being disclosed by applicable Law or (z) on the advice of legal counsel of the MSP Companies would result in the loss of attorney-client privilege or other privilege from disclosure, the Company Members’ Representative shall and the Members shall cause the MSP Companies to (i) give Parent provide Parent, its legal counsel and its Representatives other representatives reasonable access during normal business hours and with reasonable advance notice, in such manner as to not interfere with the normal operation of the Business and so long as reasonably feasible or permissible under applicable Law, to the offices, properties, books properties and records of such party Books and its Subsidiaries, Records; and (ii) use its and their commercially reasonable efforts to furnish to Parent and Parent, its Representatives such financial and operating data legal counsel and other representatives such information relating to the Business that are in the possession of the MSP Companies as such Persons may reasonably request, and (iii) instruct in each case solely for purposes of consummating the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its SubsidiariesAcquisition; 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 by the MSP Companies or the Members 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 business Business and as not to delay the Closing. No Member makes any representation or warranty as to the accuracy of the Company and its Subsidiaries. Any any information that is obtained provided 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”)8.2, and each party hereto will comply with Parent may not rely on the terms accuracy of the Confidentiality Agreement, whether or not a party thereto.such information. 54

Access to Information. From 7.1.1 The Company shall and shall cause the date hereof until Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the earlier "Representatives") of the Effective Time underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholder and the termination of this Agreement pursuant to its termsCompany and their accountants, upon reasonable noticecounsel, financial advisors and other representatives (collectively, the "Company shall (iRepresentatives") give Parent and its Representatives reasonable full access during normal business hours throughout the period prior to the offices, Closing to all of their respective properties, books books, contracts, commitments and records of (including, but not limited to, financial statements and Tax Returns) and, during such party period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its Subsidiaries, (ii) furnish reasonable best efforts to Parent and its cause the Compass Representatives such financial and operating data and other information as such Persons may reasonably requestto hold, and (iii) instruct the Representatives of Stockholder and the Company shall hold and its Subsidiaries shall use their reasonable best efforts to reasonably cooperate with Parent in its investigation of cause the Company and its Subsidiaries; provided thatRepresentatives to hold, (x) no investigation or request pursuant in strict confidence all non-public information furnished to this Section 8.06 or otherwise as undertaken it 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 Agreement or any of their respective Representatives to the Other Agreements, except that each of Compass, the Stockholder and the Company may disclose any information that would it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such information to be provided Founding Company 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 connection with the conduct transactions contemplated by this Agreement or any 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 theretoOther Agreements.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsArticle 11, and subject to Applicable Law, upon reasonable noticenotice during normal business hours, the Company shall (iand shall cause its Subsidiaries to) give Parent Parent, its officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the Company’s Representatives and its Representatives reasonable access during normal business hours to the offices, properties, books assets, books, records, work papers and records of such party other documents related to the Company and its Subsidiaries, (ii) Subsidiaries and promptly 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 including copies of the Company books, records, work papers and its Subsidiaries other documents related 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, in the case of this Agreement any information that in the reasonable, good faith judgement 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. The information provided pursuant to this Section 7.02 shall be kept confidential by the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (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. The Confidentiality Agreement shall terminate as of the Acceptance Time.

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 (iand shall cause each of its Subsidiaries to) give Parent afford to the officers, employees, accountants, financial advisors, counsel and its Representatives reasonable access other representatives of Parent, access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments, Returns, and records 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 or received by it during such party period pursuant to the requirements of federal securities laws 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; provided, and (iii) instruct however, that the Representatives of the Company and its Subsidiaries -34- 41 Company's obligation to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request provide information pursuant to this Section 8.06 or otherwise 6.5 shall be subject to Item 6.5 of the Company Letter. During the period prior to the Effective Time, Parent shall provide the financial advisor of the Company identified in Section 3.24 and the Chief Executive Officer of the Company reasonable access to senior executive officers of Parent, as undertaken appropriate, in connection with the transactions contemplated hereunder, by this Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.5 shall affect or be deemed to modify any representation or warranty made contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger. Unless otherwise required by law, Parent and the Company under will hold, and will use its reasonable best efforts to cause their respective officers, employees, affiliates and representatives to hold, any nonpublic information received from the other party to this Agreement, and (y) nothing herein shall require the Company, any of its their respective Subsidiaries or any of their respective Representatives to disclose representatives (other than information already in the possession of such party at the time of receipt of such information from the other party) in confidence until such time as such information becomes publicly available (otherwise than through the wrongful act of any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties such person) and shall use its reasonable best efforts to cause ensure that such officers, employees, affiliates and representatives do not disclose 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 others without 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 prior written consent of the Company and its Subsidiariesor Parent, as the case may be. Any information that is obtained pursuant to this Section 8.06 or any other provision In the event of termination of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17for any reason, 2006, between Parent and the Company (shall promptly return or destroy all documents containing nonpublic information so obtained from the “Confidentiality Agreement”)Company, Parent or any of their Subsidiaries and each party hereto will comply with the terms any copies of the Confidentiality Agreement, whether or not a party theretosuch documents.

Access to Information. From During the date hereof until Interim Period, and to the earlier extent permitted by applicable Law, Company shall, and shall cause each of the Effective Time Company Subsidiaries, respectively, to, afford to each Parent Party and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to the all of its respective properties, offices, propertiesbooks, contracts, personnel and books and records and, during such period, Company shall, and shall cause each of the Company Subsidiaries to, (i) furnish as promptly as practicable to the Parent Parties a copy of each report, schedule, registration statement and other document filed by it during such party period pursuant to the requirements of U.S. federal or state securities Laws and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and as promptly as practicable all other information (financial or otherwise) concerning its business, properties and personnel as such Persons Parent may reasonably request, and (iii) instruct . No representation or warranty as to the Representatives accuracy of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; information provided that, (x) no investigation or request pursuant to this Section 8.06 7.2 by any Company Party, or otherwise as undertaken their respective Affiliates and Representatives, is made and no Parent Party may rely on the accuracy of such information except to the extent expressly set forth in connection the representations and warranties included in Article IV. Notwithstanding the foregoing, Company shall not be required by this Section 7.2 to provide any Parent Party or its Representatives with access to, or to disclose, information (A) that is subject to the transactions contemplated hereunderterms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if Company has used commercially reasonable efforts to obtain permission or consent of such third party to such disclosure), shall affect (B) the disclosure of which would violate any Law or be deemed to modify legal or contractual duty of any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries Party or any of their respective Representatives Representatives, (C) that is subject to disclose any information that would cause a loss of attorney-client, attorney work product or any other legal privilege or (D) if it being understood reasonably determines in good faith that the parties any such access is reasonably likely to materially impair such Company Party’s business or operations; provided, that that Company shall use commercially reasonable best efforts to cause such information to be provided allow for the fullest access or disclosure possible in a manner that does not result in triggering any of the prohibitions set out in clauses (A) through (D). For the avoidance of doubt, with respect to clause (D), “commercially reasonable efforts” of Company shall include, as is reasonably practicable, designating any such lossmaterials that are reasonably likely to materially impair such Company Party’s business or operations as “outside counsel only” or “outside accounting firm only.” Such materials and the information contained therein shall be given only to Parent’s outside counsel or accounting firm, which reasonable best efforts shall include entering into one as the case may be, and will not be disclosed by such outside counsel or more joint defense accounting firm to employees, officers, or community directors of interest agreements on customary terms if counsels Parent without the prior written consent of Company. Prior to the Parent Merger Effective Time, each of the Parent Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute with which any Company Party has 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 business relationship regarding the business of the such Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 Party 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 contemplated hereby without giving prior notice to Company.

Access to Information. From Upon reasonable notice and subject to applicable laws relating to the date hereof until the earlier exchange of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeinformation, the Company shall, and shall (i) give Parent cause each of its subsidiaries to, afford to the officers, employees, accountants, counsel and its Representatives reasonable access other representatives of the Parent, during normal business hours during the period prior to the officesEffective Time, reasonable access to all its properties, books books, contracts, commitments and records records, and to its officers, employees, accountants, counsel and other representatives and, during such period, the Company shall, and shall cause its subsidiaries to, make available to the Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such party period pursuant to the requirements of federal securities laws 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 the Representatives . No investigation by any of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the Company and its Subsidiaries; other set forth herein. The information provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with 5.5(a) will be used solely for the purpose of the transactions contemplated hereunderhereby, and unless and until the Merger is consummated, such information will be kept secret and confidential by Parent and Purchaser, except that the information provided pursuant to Section 5.5(a) or portions thereof may be disclosed to those of Parent's and Purchaser's or their affiliates' directors, officers, employees, agents and advisors (collectively, the "Representatives") who (a) need to know such information for the purpose of the transactions contemplated hereby, (b) shall affect be advised by Parent or Purchaser, as the case may be, of this provision, (c) agree to hold the information provided pursuant to Section 5.5(a) as secret and confidential and (d) agree with Parent and Purchaser to be deemed to modify any representation or warranty made bound by the Company under provisions hereof. Parent and Purchaser jointly agree to be responsible for any breach of this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or section by any of their respective Representatives. If this Agreement is terminated, Parent shall, and shall cause the Purchaser and each of their Representatives to disclose any to, return or destroy (and certify destruction of) 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 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”5.5(a), 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 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 of such party and its Subsidiaries, (iiincluding Tax Returns) furnish to Parent and its Representatives such financial and operating data and other information as reasonably requested by such Persons party and, during such period, the Company will (and will cause each of its Subsidiaries to) furnish promptly to Parent and Purchaser (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 United States federal securities laws or regulations and (b) all other information concerning its business, properties and personnel as Parent or Purchaser 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 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; provided, further, that 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 the HSR Act, limit such access to Parent's outside accountants, counsel, financial advisors and other outside representatives. During the period prior to the Effective Time, the Company shall use all reasonable efforts to afford Parent and its representatives with a meaningful opportunity to attend the Company's cash management and risk management meetings when they occur, in person or by telephone, solely as observers and without rights to participate in the decision-making; provided that this sentence does not limit or modify any of Purchaser's or Parent's other rights under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose . The parties will hold 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 6.3 which is nonpublic, in confidence in accordance with the terms of the Confidentiality Agreement letter agreement dated May 17November 1, 20062001, between Parent and the Company (the “"Confidentiality Agreement”"), and in the event of termination of this Agreement for any reason each party hereto will promptly comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

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 Table of Contents 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 Subject to the last sentence of this Section 6.04, 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 termsConfidentiality Agreement, upon reasonable written prior notice, the Company shall (i) give Parent to Parent, its counsel, financial advisors, auditors and its other authorized Representatives reasonable access during normal business hours to the personnel, offices, properties, books and records (including Tax records) of such party the Company and its the Company Subsidiaries, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its other authorized Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the its 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, (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 LawSubsidiaries. 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 the Company Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the contrary, under no circumstances shall the Company, the Company Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and Company Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms or any of the Confidentiality AgreementCompany Subsidiaries, whether or where such access to information would reasonably be expected to involve the waiver of any attorney-client privilege; provided that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in a party theretoviolation of Law or any such contractual restraint or the loss or waiver of such privilege.

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 (i) give Parent and its Representatives Sub, their counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party the Company and its Subsidiariesthe Company Subsidiaries during normal business hours, (ii) will furnish to Parent and its Representatives Sub, their counsel, financial advisors, financial institutions, auditors and other authorized representatives such financial and operating data and other information as such Persons may be reasonably request, requested upon reasonable notice and (iii) will instruct the Representatives employees of the Company and the Company Subsidiaries, its Subsidiaries counsel and financial advisors to reasonably cooperate with Parent and Sub in its their 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 the Company Subsidiaries; provided, however, that the Company may restrict the foregoing access to the extent that (a) in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires the Company or the Company Subsidiaries to restrict or prohibit access to any such properties or information, (b) disclosure of such information would breach the express provisions of a confidentiality Contract between the Company and a third Person, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, however, that with respect to this clause (c), the Company and/or its Subsidiaries. Any counsel shall use their reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorney-client privilege, and provided, further, that any information that is obtained provided to Parent and/or Sub pursuant to this Section 8.06 or any other provision of this Agreement 6.02 shall be subject to the confidentiality agreement, dated as of February 12, 2007, (the "Confidentiality Agreement"), the terms of the Confidentiality Agreement dated May 17which shall continue to apply, 2006, between Parent and except as otherwise agreed by the Company (notwithstanding termination of this Agreement. In the “Confidentiality Agreement”), event of any conflict between the terms of this Section 6.02 and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretothe terms of the Confidentiality Agreement shall control. As reasonably requested from time to time by Parent, the Company will cooperate with, and provide related assistance to, Parent in developing Parent's post-Closing integration plan for the Company.

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 (iand shall cause each of its Subsidiaries to) give Parent and its Representatives reasonable access during normal business hours afford 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 Parent and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatPurchaser reasonable access, (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 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 (whether in the direct possession of the Company or its Subsidiaries or held by its Representatives) 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 the Company financial advisor’s fairness opinion, a summary of the analysis underlying such fairness opinion and a copy of the relevant portions of the Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated May 17January 19, 20062016, by and between Parent the Company and the Company Parent (the “Confidentiality Agreement”), and each party hereto will comply ) shall apply with the terms respect to information furnished hereunder by or on behalf of the Confidentiality Agreement, whether Company or not a party theretoits Subsidiaries.

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 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 (iand shall cause its Subsidiaries to) give Parent afford Parent, the Debt Financing Sources and its and their authorized Representatives reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to its properties, books books, Tax Returns, Contracts and records. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision 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 would in the Representatives good faith judgment of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation based on advice 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 counsel jeopardize 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 or protection (it being understood agreed that, in the case of clauses (a) and (b), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection), (c) to provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement, or (d) to provide access to or otherwise make available or furnish any information if and to the extent that the parties provision of such information could in the reasonable judgment of the Company based on advice of counsel violate any Applicable Law (it being agreed that, in the case of clause (d), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that does would not result in reasonably be expected to violate 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 Applicable Law). Notwithstanding anything herein to the parties reasonably conclude contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives acting on their behalf not to, contact any customer, partner, vendor or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such agreements are likely to preserve contact shall be arranged and supervised by Representatives of the privilege), or would constitute a violation of any Applicable LawCompany. Any investigation All requests for information made pursuant to this Section 8.06 6.05 shall be conducted in directed to the executive officer or other Person designated by the Company. All 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 deemed Evaluation Material (as defined in the Confidentiality Agreements) under and be governed 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 or not a party theretoAgreements.

Access to Information. From Subject to the date hereof until Confidentiality Agreement and Applicable Law, the earlier Company shall, and shall cause each of the Company Subsidiaries to, afford to Acquiror and to the officers, employees, accountants, counsel, financial advisors and other representatives of Acquiror, reasonable access at all reasonable times on reasonable notice during the period prior to the Effective Time to all their properties, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of the Company and the termination Company Subsidiaries) and, during such period and subject to the Confidentiality Agreement and Applicable Law, the Company shall, and shall cause each of this Agreement the Company Subsidiaries to, use commercially reasonable efforts to furnish as soon as reasonably practicable to Acquiror (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 termsbusiness, upon reasonable noticeproperties and personnel as Acquiror may reasonably request; provided, however, that with respect to any documents or other information subject to the attorney-client privilege, attorney work product doctrine or other applicable privilege, the Company shall reasonably cooperate with Acquiror to develop procedures (isuch as a common legal interest agreement) give Parent to allow such documents and information to be shared with Acquiror and its Representatives reasonable access during normal business hours to advisors without waiving such attorney-client privilege, attorney work product doctrine or other applicable privilege. Without limiting any of the officesforegoing, propertiesthe Company shall deliver within forty-five (45) days following the Agreement Date such information and documentation concerning the Company, books any Company Subsidiary, their respective businesses, assets, liabilities, operations, properties and records personnel as may be mutually agreed by the Chief Financial Officer 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 each 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 Acquiror. No review 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 herein, the Company covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto 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 Closing Date, PEG Holdings and the termination of this Agreement pursuant to its termsCompany shall, upon reasonable notice, and the Company shall cause its Subsidiaries to, (i) upon reasonable advance notice, give each of Merger Sub, Purchaser, Parent and its Representatives their respective directors, officers, employees, counsel, financial advisors, auditors and other authorized representatives (such persons, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of such party PEG Holdings and its Subsidiariesthe Acquired Companies, (ii) furnish to each of Merger Sub, Purchaser, Parent and its their respective Representatives such financial financial, operating and operating human resources data and other information relating to PEG Holdings and the Acquired Companies as such Persons may reasonably request, including as it relates to facilitating Purchaser’s and its Representatives’ determination of whether any property or asset of the Acquired Companies is REIT Qualifying Property, and (iii) instruct the Representatives of PEG Holdings and the Company and its Subsidiaries Acquired Companies to reasonably cooperate with Parent Parent, Purchaser, Merger Sub and their respective Representatives in its their investigation of the Company and its Subsidiaries; provided that, (x) no investigation Acquired Companies. Any request for data 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 Companyother information, any of its Subsidiaries request for access or cooperation 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 6.02 shall be made or conducted in such manner as not to interfere unreasonably with the conduct of the business of PEG Holdings and the Acquired Companies and no books, records or information relating to (a) income Taxes (other than income Taxes of PEG Bandwidth NY I, Inc.), (b) subject to attorney-client privilege such that the disclosure thereof would result in a reduction or waiver of such privilege, Section 6.03 subject to a confidentiality agreement prohibiting the disclosure thereof or Section 6.04 the disclosure of which is prohibited by Applicable Law shall be provided or disclosed; provided that Parent, Purchaser, Merger Sub and the Acquired Companies shall cooperate in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the loss or reduction of such privilege, breach of such agreement or violation of Applicable Law. No investigation by Parent, Purchaser, Merger Sub or their respective Representatives or other information received by Parent, Purchaser, Merger Sub or their respective Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company hereunder. Nothing in this Section 6.02 shall entitle Parent, Purchaser, Merger Sub or any of their respective Affiliates or Representatives to contact any third party doing business with the Acquired Companies or any Unitholder or access the offices, properties, books or records of any such third party other than in the ordinary course of Parent 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 ’ business consistent with past practice and the Company (the “Confidentiality Agreement”), and each party hereto will comply not in connection with the terms of the Confidentiality transactions contemplated by this 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 noticeuntil the Effective Time, the Company shall, and shall (i) give cause each of its Subsidiaries to, at Parent’s sole cost and expense, afford reasonable access to Parent and its Representatives reasonable access Parent’s Representatives, during normal business hours and upon reasonable advance written request of Parent, to (a) the offices, properties, books books, Contracts and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and or other information as such Persons may reasonably requestconcerning the business, properties and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation personnel of the Company and its Subsidiaries; provided that, and (xb) no investigation personnel of the Company and its Subsidiaries, in each case as reasonably requested or request identified by Parent, that is necessary, proper or advisable for purposes of performing reasonable diligence on the Company and its Subsidiaries and their respective business or in furtherance of or in connection with this Agreement or the transactions contemplated hereby or preparation of post-Closing integration, or as otherwise contemplated or permitted under this Agreement (including Section 5.7). Any access pursuant to this Section 8.06 5.5 shall be coordinated through the General Counsel of the Company or otherwise the designees thereof, and shall be conducted under the supervision of appropriate personnel of the Company and in such manner as undertaken in connection not to unreasonably interfere with the transactions contemplated hereunder, conduct of the business of the Company. No investigation or access permitted or granted pursuant to this Section 5.5 shall affect or be deemed to modify any representation representation, warranty, covenant or warranty agreement contained herein, the conditions to the obligations of the Parties to consummate the transactions contemplated hereby in accordance with the terms and provisions hereof or otherwise limit, prejudice or affect in any way the rights and remedies available to Parent, Merger Sub and Merger Sub 2, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s, Xxxxxx Sub’s and Merger Sub 2’s reliance on the representations, warranties, covenants and agreements made by the Company under in this Agreement. Notwithstanding anything to the contrary in this Section 5.5, and the Company shall not be obligated to provide access to or disclose any information if such access or disclosure would, in the reasonable judgment of the Company (yafter consultation with outside counsel), (i) nothing herein shall require violate any applicable Laws (including privacy laws), (ii) jeopardize any attorney-client privilege, (iii) violate any confidentiality or other obligations of the Company, Company or its Affiliates or any of its Subsidiaries or any of their respective Representatives to any third party, or (iv) result in the disclosure of any competitively sensitive information if the Closing does not occur (other than to members of a restricted clean team in accordance with applicable Law); provided that in the case of clauses (i), (ii) and (iii), the Company shall, and shall cause its Representatives and Subsidiaries to, cooperate with Parent and Parent’s Representatives and use the Company’s and its Subsidiaries’ reasonable best efforts to provide such access or disclose any such information in a manner that would cause a not result in the loss of attorney-clientclient privilege, work product violation of applicable Law or violation of an obligation to any other legal privilege third party, including, (it being understood that the parties shall use x) providing such information only to external counsel for Parent on an external counsel only basis, (y) enabling Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements, and (z) using 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 obtain any necessary third-party consents. Notwithstanding anything 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 contrary in 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 5.5, neither Parent nor 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.Representatives shall

Access to Information. From the date hereof until the earlier of the Effective Time and the date of 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 shall cause each of the Company Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and its Subsidiaries to reasonably cooperate with other authorized representatives (“Representatives”) of Parent in its investigation of the Company and its Subsidiaries; provided thatreasonable access, (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 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 the Company Subsidiaries, during normal business hours and upon reasonable notice, to the personnel, properties, offices, facilities, books and records of the Company and the Company Subsidiaries and, during such period, the Company 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 including, for the avoidance of doubt, (i) internal financial statements and documentation regarding internal controls, (ii) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (iii) a schedule of any deferred intercompany gain with respect to transactions to which the Company or any of its Subsidiaries has been a party, and (iv) receipts from any Taxes paid to any foreign Taxing Authority; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent 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 were not consummated, (ii) violate applicable Law or request or requirement of any Governmental Entity 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; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any further 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 other purpose unrelated to the consummation of the Transactions. No access granted, or information provided, pursuant to this Section 6.2 shall affect or be deemed to qualify, modify or limit any representations or warranties made by the Company in this Agreement. The Company for itself and for its Subsidiaries shall retain or cause to be retained such information relating to the Company and its Subsidiaries as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit or any Tax protest, for the prosecution or defense of any suit or other provision proceeding relating to Tax matters, including the retention of this Agreement shall be subject records, powers of attorney or other materials relating to the terms Taxes of the Confidentiality Agreement dated May 17, 2006, between Parent Company and the Company (Subsidiaries. The Confidentiality Agreement shall apply with respect to information furnished hereunder by the “Confidentiality Agreement”)Company, the Company Subsidiaries and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretotheir respective Representatives.

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. 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 shall: (ia) give Parent afford Buyer and its Representatives reasonable access during normal business hours to and the officesright to inspect all of the Leased 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 Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent Buyer in its investigation of the Company Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, and its Subsidiaries; provided that, (x) no investigation or request in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 8.06 5.02 shall be submitted or otherwise directed exclusively to the Shareholders’ Representatives or such other Person as undertaken the Shareholders’ Representatives shall designate in connection with writing. Notwithstanding anything to the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under contrary in this Agreement, and (y) nothing herein the Company shall require the Company, any of its Subsidiaries or any of their respective Representatives not be required to disclose any information that would cause a to Buyer if such disclosure would: (x) result in the loss of any attorney-client, work product client or any other legal privilege (it provided that the Company will provide Buyer with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged information); (y) contravene any applicable Law; or (z) cause any of the officers and directors of the Company to violate his fiduciary duty to the Company(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 lossjeopardy, contravention or violation). Prior to the Closing, Buyer shall only be entitled to contact any suppliers to, or customers of, the Company with the prior written consent of the Company, which reasonable best efforts consent shall include entering into one not be unreasonably withheld, delayed or more joint defense or community of interest agreements on customary terms conditioned but may, 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 deems reasonably appropriate, be conditioned upon in-person or telephonic participation by Xxxx Xxxxxxxxx. Buyer 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 5.02.

Access to Information. From Subject to currently existing contractual and legal restrictions applicable to the date hereof until Company (which the earlier of the Effective Time Company represents and the termination of this Agreement pursuant warrants are not material with respect to its termsTCI Group), and upon reasonable notice, the Company shall (iand shall cause each TCI Group Member to) give afford to officers, employees, counsel, accountants and other authorized representatives of Parent and its Representatives ("Parent Representatives") reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to its properties, books and records (including, subject to execution of appropriate access letters, the work papers of independent accountants), such party access not to unreasonably interfere with the Company's business or operations, and, during such period, shall (and its Subsidiaries, (iishall cause each of the TCI Group Members to) furnish promptly to such Parent Representatives all information concerning its business, properties and its Representatives such financial and operating data and other information personnel as such Persons may reasonably requestbe requested, 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 or otherwise as undertaken in connection with the transactions contemplated hereunder, 7.6 shall affect or be deemed to modify any representation of the respective representations or warranty warranties made by the Company under this AgreementCompany. Subject to currently existing contractual and legal restrictions applicable to Parent (which Parent represents and warrants are not material), and upon reasonable notice, Parent shall (yand shall cause its Significant Subsidiaries to) nothing herein shall require furnish to to officers, employees, counsel, accountants and other authorized representatives 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 Company (it being understood that the parties shall use reasonable best efforts to cause "Company Representatives") such information to concerning its business, properties and personnel as may reasonably be requested, 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 7.6 shall affect or be conducted in such manner as not deemed to interfere unreasonably with the conduct modify any of the business respective representations or warranties made by Parent. Each of Parent and the Company agrees that it will not, and its Subsidiaries. Any will cause the Parent Representatives or Company Representatives, as the case may be, not to, use any information that is obtained pursuant to this Section 8.06 or 7.6 for any other provision purpose unrelated to the consummation of the transactions contemplated by this Agreement Agreement. All information obtained pursuant to this Section 7.6 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 which shall remain in full force and effect until consummation of the Merger or, if the Merger is not a party theretoconsummated, for the period specified therein; provided, however, that neither Parent nor the Company shall be precluded 66 from making any disclosure which it deems required by law in connection with the Merger. All requests for access to the Company and the TCI Group Members pursuant to this Section 7.6 shall be made through the representatives of the Company named in Section 7.6 of the Company Disclosure Statement, and all requests for information to Parent and its Significant Subsidiaries pursuant to this Section 7.6 shall be made through the representatives of Parent named in Section 7.6 of the Parent Disclosure Statement.

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. (a) From the date hereof until the earlier Closing Date and subject to applicable Laws and Section 7.4, Parent shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the personnel, accountants, properties, businesses and operations 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 Subsidiaries and such examination of the offices, propertiesContracts, books and records of such party the Company and its SubsidiariesSubsidiaries as it reasonably requests upon reasonable advance written notice (including, (ii) furnish for the avoidance of doubt, in connection with obtaining representation and warranty insurance). Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to Parent and its Representatives such financial and operating data restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys 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 and Parent’s Representatives in connection with such access and examination, and Parent and its investigation of Representatives shall cooperate with the Company and its Subsidiaries; provided that, (x) no Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any disclosure during such investigation to Parent or request pursuant to its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything in this Section 8.06 7.5(a) to the contrary, no such access or otherwise as undertaken in connection examination shall be permitted to the extent that it (i) relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereunderhereby, shall affect or be deemed to modify any representation or warranty made by (ii) would unreasonably disrupt the operations of the Company under this Agreement, and (y) nothing herein shall require the Company, or any of its Subsidiaries or (iii) would require the Company or any of their respective Representatives its Subsidiaries to disclose any information that would cause a loss that, in the reasonable judgment and good faith of counsel to the Company, is subject to attorney-client, work product client privilege or conflicts with any applicable Law or confidentiality obligations to which the Company or any other legal privilege of its Subsidiaries is bound; provided, that, in the case of (it being understood that iii), Parent and the parties Company shall cooperate and use commercially reasonable best efforts to cause such provide for information to be provided or access in a manner that does not result in jeopardize any 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 violate 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 applicable Law 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 theretoconfidentiality obligation.

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 Subject to Section 1.2(b) and Section 6.5(b), and subject to applicable Law, at all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 8.1 or Section 8.2 hereof and the Effective Time, the Company shall, and shall use its termsreasonable best efforts to cause each of its Representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Purchaser and each of their respective Representatives (collectively, “Parent Representatives”) reasonable access, during normal business hours and upon reasonable prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and (ii) promptly furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent, Purchaser or any Parent Representative may reasonably request; provided, however, until the Effective Time, the Company shall not be required to (iA) give furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any applicable Law or Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not compromise or waive such privilege with respect thereto; provided, however, that such access and its Representatives reasonable access during normal business hours information shall be disclosed or granted, as applicable, to external counsel for Parent to the offices, properties, books and records extent reasonably required for the purpose of such party and its Subsidiaries, (ii) furnish complying with applicable Antitrust Laws subject to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives prior execution of the Company and its Subsidiaries to reasonably cooperate with Parent a common interest or joint defense agreement in its customary form. No 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, 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company herein or any of the conditions to the obligations of the Parties 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 Prior to 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 afford to the Parent’s Representatives, reasonable access during normal business working hours to all of its properties, finances, operating condition, books, Contracts and records and the officesCompany shall 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 or Parent’s Representatives such financial and operating data and other information as such Persons may reasonably request. The Company shall make available to Parent’s Representatives upon the reasonable request of Parent and during normal working hours all officers, accountants, counsel and (iii) instruct the Representatives other representatives or agents of the Company for discussion of the Company’s businesses, properties or personnel as Parent may reasonably request. The Company shall use reasonable best efforts to make available to the officers, employees, accountants, counsel and its Subsidiaries to reasonably cooperate other representatives of Parent upon the reasonable request of Parent such customers, suppliers or other Persons with whom the Company maintains a business or commercial relationship; participating in any telephone conversation. No information or knowledge obtained by Parent 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, shall 5.4 will affect or be deemed to modify any representation or warranty made by contained herein 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 consummate the Merger. All 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 obtained by Parent pursuant to this Section 8.06 5.4 shall be conducted constitute Dynogen Information (as such term is defined in such manner as not to interfere unreasonably with the conduct of the business of the Company that certain Mutual Non-Disclosure Agreement 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 Waiver, dated May 17August 14, 20062007, between Parent and the Company (the “Confidentiality Agreement”)). The Confidentiality Agreement and the terms and conditions thereof shall survive execution and delivery of this Agreement and the Closing; provided, that Parent, Acquisition Sub and their respective Representatives may disclose Dynogen Information, and the Company, the Representative and the Company’s Representatives may disclose Apex Information (as such term is defined in the Confidentiality Agreement), in each party hereto will comply with case, to the limited extent necessary to preserve and enforce such Person’s rights under this Agreement and the Related Agreements. Acquisition Sub and the Representative agree to be bound to the terms and conditions of the Confidentiality Agreement, whether or not Agreement as if a party theretothereto to the same extent as Apex and the Company, respectively.