Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From Between the date of this Agreement to and the ClosingEffective Time, Parent Seller will, during ordinary business hours and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice: (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives the Buyer Representatives reasonable access to all Contracts and other documents, books, records, personnelplants, offices and other facilities and properties constituting part of the BusinessAcquired Assets or Assumed Obligations, including for purposes of conducting “all appropriate inquiries” (as defined in §101(b) of CERCLA) with respect to any Site, including but not limited to Phase I environmental site assessments, but only to the extent to which Buyer is not denied access by applicable Laws or by the actions of third party Persons not under Seller’s control; (ii) permit Acquiror Buyer, at Buyer’s sole risk and expense, to make such copies and reasonable inspections thereof as Acquiror Buyer may reasonably request request, including taking samples of materials, soil or groundwater at Buyer’s option (through appropriately qualified and insured contractors and subject to Buyer’s obligation to provide all appropriate notifications, obtain all necessary Governmental Entities’ consents, and restore any sampled location to substantially the condition existing prior to sampling; (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect related to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings Business or the Transferred Companies and Acquired Assets in such a manner Seller’s possession or reasonably within its control as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings Buyer may from time to time reasonably request to enable Buyer to verify the accuracy of the representations and (y) such financial data warranties of Acquiror as Holdings may from time to time reasonably request; Seller contained in this Agreement, provided, however, that Seller, except with respect to the 2008 Statement, will not be required to create special reports or perform any studies not created or performed in the ordinary course of business; and (iv) furnish Buyer a copy of each material report, schedule or other document filed or received by it to the extent related to the Acquired Assets with or from the FERC or the Virginia Commission, provided, however, that (A) any such access shall investigation will be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner so as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the operation of the business of Acquiror Transferred Business, (B) Seller will not be required to take any action that would jeopardize the attorney-client privilege and (C) Seller need not supply Buyer with any information that Seller is under a legal or Acquiror Sub. (c) All information contractual obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and access provided personnel and medical records as is allowed by applicable Laws, legal process or subpoena. Buyer may request permission to Acquiror discuss specific identified matters with the Employees and its representatives pursuant to subsection (a) above shall be subject Seller will allow such discussions if doing so will not unnecessarily interfere with Seller’s operations and, if such discussions pertain to the terms and conditions of an Employee’s current employment terms and conditions with Seller, the letter agreement union that represents the Employees also consents to such discussions. (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and b) Until the Closing, without limitation. Notwithstanding anything all information furnished or made available to or obtained by Buyer and Buyer Representatives pursuant to this Section 7.2 or the Related Agreements will be subject to the contrary contained provisions of the Confidentiality Agreement and will be treated as “Proprietary Information” (as defined in the Confidentiality Agreement); provided, that nothing in this Agreement, none Section 7.2(b) shall limit the provision of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation information to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (di) Parent obtain the approvals and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives consents for any purpose other than in connection with analyzing the transactions contemplated hereby, (ii) ODEC in connection with its evaluation of the Power Purchase Agreements and (iii) implement the communications contemplated by Section 7.5 and 7.18. Following the Closing, all such information not related to the Acquired Assets, if any, will remain subject to the provisions of the Confidentiality Agreement. (c) For a period of six years after the Closing Date, each party and its representatives shall have reasonable access to all of the books and records related to the Transferred Business, the Acquired Assets and the Assumed Obligations, including all Transferring Employee Records, in the possession of the other party to the extent that such access may reasonably be required by such party. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 7.2. If the party or parties in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such six year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party’s or parties’ expense, to segregate and remove such books and records as such other party or parties may select.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, to the Closingextent permitted by Applicable Law, Parent Seller will give Buyer, its counsel, financial advisors, auditors and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its other authorized representatives reasonable access to all booksthe offices, recordsproperties, personnel, offices books and other facilities and properties records of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect Seller relating to the business Purchased Assets and properties of the Transferred Companies as Acquiror may from time Assumed Liabilities. Any investigation pursuant to time reasonably request; provided, however, that any such access this Section shall be conducted at Acquiror's expense, at a only on reasonable time, under the supervision of Holdings or the Transferred Companies advance notice during regular business hours and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation conduct of the business businesses of Holdings Seller. Notwithstanding the foregoing, Buyer shall not have access to (i) personnel records of Seller relating to individual performance or any Transferred Company evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller to risk of liability pursuant to Applicable Law or otherwise or (ivii) take such actionmaterials subject to confidentiality agreements or designated by Seller as competitively sensitive or attorney-client privileged. (b) On and after the Closing Date and in accordance with Applicable Law, Buyer and Seller will each afford promptly to the other Party and its agents reasonable access to its books of account, financial and other records (including without limitationaccountant’s work papers), providing information, employees and auditors to the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request extent necessary or useful for Buyer or Seller in connection with obtaining any audit, investigation, indemnification matter, dispute, litigation or any other reasonable business purpose relating to this Agreement or the Financing; provided that transactions contemplated hereby. Any such action does access by Buyer or Seller shall be permitted only on reasonable advance notice during regular business hours and shall not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From business of the date of this Agreement other Party. Notwithstanding the foregoing, neither Party shall have access to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access personnel records relating to all books, individual performance or evaluation records, personnel, offices and medical histories or other facilities and properties information which in the other Party’s good faith opinion is sensitive or the disclosure of Acquiror Subwhich could subject such Party to risk of liability pursuant to Applicable Law or otherwise, (ii) permit Holdings materials subject to make such copies and inspections thereof as Holdings may reasonably request confidentiality agreements and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) materials designated as attorney-client privileged. The Party conducting such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation bear all of the business of Acquiror or Acquiror Sub. out-of-pocket costs and expenses (cincluding attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than reasonably incurred in connection with analyzing the transactions contemplated herebyforegoing.

Access to Information. (a) From the date of this Agreement to After the Closing, Parent and Holdings Buyer shall, and shall cause each its Affiliates (including the Acquired Companies) to, preserve, in accordance with Buyer’s, or its applicable Affiliates’ standard document retention policies (but for not less than six (6) years from the Closing Date or such later date as may be required by applicable Law), all pre-Closing Date books and records of the Transferred Acquired Companies toand the Business possessed or controlled by such Person, in each case relating to Tax matters relating exclusively to the Acquired Companies during the taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. During such period, upon any reasonable request from Seller or any of its Affiliates, Buyer or any of its Affiliates holding such books and records shall (i) except as set forth in subparagraph (c), give Acquiror and provide to Seller or its authorized representatives Affiliates reasonable access to all books, records, personnel, offices such books and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the records during normal business and properties of the Transferred Companies as Acquiror may from time to time reasonably requesthours; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date business of this Agreement to the Closing, Acquiror shall, Buyer or its Affiliates holding such books and shall cause Acquiror Sub to, (i) give Holdings records and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings Seller or its Affiliates to make copies of such copies books and inspections thereof as Holdings may reasonably request records. Nothing herein shall (A) require Buyer or its Affiliates to disclose any information to Seller or its Affiliates if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (it being understood that Buyer and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with its Affiliates shall (x) such financial use their reasonable best efforts to obtain, any appropriate and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request non-prejudicial waivers, and (y) such financial data of Acquiror as Holdings may from time use their reasonable best efforts to time reasonably requestmake other appropriate arrangements (including redacting information; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror Buyer and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent required to enter into joint defense agreements), in each case, that would enable otherwise required disclosure to Seller or Holdings its Affiliates to occur without so jeopardizing privilege or their representatives contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (B) require Buyer or its Affiliates to disclose its Tax records (except for Tax records relating exclusively to the Acquired Companies during the taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date). Such books and records may be requested under this Section 8.01 for any purpose other than reasonable business purpose, including to the extent reasonably required in connection with analyzing accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Seller or its Affiliates or other similar purpose. Notwithstanding the transactions contemplated herebyforegoing, upon the expiration of such retention period, any and all such books and records may be destroyed by Buyer.

Access to Information. (a) From Subject to Partner’s obligations under the date of this Agreement to the ClosingConfidentiality Agreement, Parent and Holdings shall, Xxxxxxx shall and shall cause each its subsidiaries to afford to the officers, employees and authorized representatives of Partner (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties and business and financial records (including computer files, retrieval programs and similar documentation) of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror Business and shall furnish or cause to be furnished to Partner or its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of such additional information concerning the Business, (ii) permit Acquiror to make such copies and inspections thereof Business as Acquiror may shall be reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably requestrequested; provided, however, that Xxxxxxx shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Xxxxxxx or any of its subsidiaries is subject in discharging obligations pursuant to this Section 8.1; and, provided further, however, that in no event xxxx Xxxxxxx be under any obligation to disclose any information that is subject to attorney-client or similar privilege or to waive such privilege. In the event that Xxxxxxx does not provide access or information in reliance on the final proviso of the preceding sentence, Xxxxxxx shall provide notice to Partner that such access or information is being withheld and Xxxxxxx shall use commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. Notwithstanding foregoing, neither Partner nor any of its officers, employees, agents or representatives shall have access to any personnel of the Business or any other businesses of Xxxxxxx or its subsidiaries without Xxxxxxx’x prior written consent, which shall not be unreasonably withheld. Partner agrees that: (A) such investigation shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation operations of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings Xxxxxxx and its authorized representatives reasonable subsidiaries; (B) all requests by Partner for access or availability pursuant to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings this Section 8.1 shall be submitted or directed exclusively to make such copies and inspections thereof as Holdings may reasonably request an individual to be designated by Xxxxxxx; and (iiiC) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror Xxxxxxx and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information Subsidiaries shall not be used by Parent required to provide any books and records or Holdings reports based thereon that they do not maintain or prepare in the ordinary course of their representatives for any purpose other than in connection with analyzing the transactions contemplated herebybusiness.

Access to Information. (a) From and after the date Time of this Agreement Distribution, Conexant will, and will cause each Conexant Subsidiary to, afford to Mindspeed and its Representatives (at Mindspeed's expense) reasonable access and duplicating rights during normal business hours and upon reasonable advance notice to all Information within the Conexant Group's possession or control relating to Mindspeed, any Mindspeed Subsidiary, any Mindspeed Asset, any Mindspeed Liability or the Mindspeed Business, insofar as such access is reasonably required by Mindspeed or any Mindspeed Subsidiary, subject to the Closingprovisions below regarding Privileged Information. (b) From and after the Time of Distribution, Parent and Holdings shallMindspeed will, and shall will cause each of the Transferred Companies Mindspeed Subsidiary to, afford to Conexant and its Representatives (iat Conexant's expense) except reasonable access and duplicating rights during normal business hours and upon reasonable advance notice to all Information within the Mindspeed Group's possession or control relating to Conexant, any Conexant Subsidiary, any Conexant Asset, any Conexant Liability or the Broadband Business, insofar as set forth in subparagraph such access is reasonably required by Conexant or any Conexant Subsidiary, subject to the provisions below regarding Privileged Information. (c)) Without limiting the foregoing, give Acquiror Information may be requested under this Article VI for audit, accounting, claims, litigation, insurance, environmental and its authorized representatives reasonable access to all bookssafety and tax purposes, records, personnel, offices as well as for purposes of fulfilling disclosure and other facilities reporting obligations and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of for performing this Agreement and the transactions contemplated hereby hereby. In furtherance of the foregoing: (i) Each party acknowledges that (A) each of Conexant and Mindspeed (and the members of the Conexant Group and the Mindspeed Group, respectively) has or may obtain Privileged Information; (B) there are or may be a number of Actions affecting one or more of the members of the Conexant Group and the Mindspeed Group; (C) the parties may have a common legal interest in Actions, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information; and (D) each of Conexant and Mindspeed intends that the transactions contemplated by the Separation Agreements and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any potentially applicable privilege. (ii) Each of Conexant and Mindspeed agrees, on behalf of itself and each member of the Group of which it is a member, not to interfere unreasonably with the operation of disclose or otherwise waive any privilege attaching to any Privileged Information relating to the business of Holdings the other Group or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties relating to or arising in connection with the conduct relationship between the Groups on or prior to the Time of Distribution, without providing prompt written notice to and obtaining the prior written consent of the Businessother, which consent will not be unreasonably withheld. In the event of a disagreement between any member of the Conexant Group and any member of the Mindspeed Group concerning the reasonableness of withholding such consent, no disclosure will be made prior to a final, nonappealable resolution of such disagreement by a court of competent jurisdiction. (biii) From Upon any member of the date Conexant Group or any member of this Agreement the Mindspeed Group receiving any subpoena or other compulsory disclosure notice from a court, other Governmental Entity or otherwise which requests disclosure of Privileged Information, in each case relating to the Closingbusiness of the other Group or relating to or arising in connection with the relationship between the Groups on or prior to the Time of Distribution, Acquiror shallthe recipient of the notice will promptly provide to the other party (following the notice provisions set forth herein) a copy of such notice, the intended response, and a description of all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Section 6.02(c)(ii), the parties will cooperate to assert all defenses to disclosure claimed by either Group, at the cost and expense of the Group claiming such defense to disclosure, and shall cause Acquiror Sub to, (i) give Holdings not disclose any disputed documents or information until all legal defenses and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties claims of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Subprivilege have been finally determined. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From During the date Interim Period, Seller shall cause the Companies to provide Buyer and its Representatives with information as to the Companies and their material operations, as reasonably requested by Buyer and to the extent such information is readily available or could be obtained without any material interference with the business or operations of the Companies. Notwithstanding the foregoing, Seller shall not be required to provide any information which Seller reasonably believes it or the Companies are prohibited from providing to Buyer by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege. Buyer shall not be permitted during the Interim Period to contact any of the Companies’ vendors, customers or suppliers, or any Governmental Entities (except in connection with applications for governmental approvals in connection with this Agreement to and obtaining publicly available information) regarding the operations or legal status of the Companies without receiving prior written authorization from Seller. (b) After the Closing, Parent and Holdings shallBuyer will, and shall will cause each of the Transferred Companies its Representatives to, (i) except as set forth in subparagraph (c)afford to Seller, give Acquiror including its Representatives, reasonable access, upon reasonable prior notice and its authorized representatives reasonable access during normal business hours, to all books, records, personnel, offices files and other facilities documents to the extent they are related to the Companies in order to permit Seller to prepare and properties of the Business, (ii) permit Acquiror file its Tax Returns and to make such copies prepare for and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford Seller reasonable assistance in connection therewith. Except as otherwise provided in Section 6.15(f), Buyer will cause such records to be maintained for not less than seven years from the business Closing Date and properties will not dispose of the Transferred Companies as Acquiror may from time such records without first offering in writing to time reasonably requestdeliver them to Seller; provided, however, that any such access shall be conducted at Acquiror's expense, at in the event that Buyer transfers all or a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation portion of the business of Holdings the Companies to any third party during such period, Buyer may transfer to such third party all or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct a portion of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnelfiles and documents related thereof, offices provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(b). In addition, on and other facilities after the Closing Date, at Seller’s request, Buyer shall make available to Seller and properties its Affiliates, employees, representatives and agents, those employees of Acquiror SubBuyer requested by Seller in connection with any Proceeding, (ii) permit Holdings including to make such copies provide testimony, to be deposed, to act as witnesses and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably requestassist counsel; provided, however, that any such access to such employees shall be conducted at Holdings' expense, at a reasonable time, under not unreasonably interfere with the supervision normal conduct of Acquiror and Acquiror Sub and the operations of Buyer. Seller shall reimburse Buyer 125% of the costs incurred by Buyer in such a manner as to maintain complying with the confidentiality provisions of this Agreement Section 6.1(b). Notwithstanding the foregoing, Buyer and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information Companies shall not be used required to provide any information which Buyer reasonably believes it or the Companies are prohibited from providing to Seller by Parent reason of applicable Law, which constitutes or Holdings or their representatives for any purpose other than in connection with analyzing allows access to information protected by the transactions contemplated herebyattorney/client privilege.

Access to Information. (a) From Seller agrees that, between the Execution Date and the earlier of the Closing Date and the date of on which this Agreement to the Closingis terminated in accordance with Section 4.4, Parent Purchaser shall be entitled, through its officers, employees, counsel, accountants and Holdings shallother authorized representatives, agents and shall cause each of the Transferred Companies to, contractors (i) except as set forth in subparagraph (c“Representatives”), give Acquiror and its authorized representatives to have such reasonable access to all books, and make such reasonable investigation and examination of the books and records, personnelproperties, offices businesses, assets, Employees, accountants, auditors, counsel and other facilities and properties operations of the Business, (ii) permit Acquiror to make such copies and inspections thereof Seller as Acquiror Purchaser’s Representatives may reasonably request and (iii) cause including for the officersavoidance of doubt, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) any attorneys or agents handling the prosecution or maintenance of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; Seller Registered Intellectual Property Rights), provided, however, that any Seller shall not be obligated to provide information that it is not permitted to provide under applicable Law. Any such access investigations and examinations shall be conducted at Acquiror's expense, at a during regular business hours upon reasonable time, advance notice and under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such actionreasonable circumstances, including without limitationSeller’s right to have its Representatives accompany Purchaser and its Representatives upon the Leased Real Property at the time of any inspection or examination and shall be subject to restrictions under applicable Law. Pursuant to this Section 9.2, providing the Seller shall furnish to Purchaser and its Representatives such financial, operating and property related data and other information as such Persons reasonably request. Seller shall use commercially reasonable use of appropriate officers as Acquiror efforts to cause its Representatives to reasonably cooperate with Purchaser and Acquiror Sub may reasonably request Purchaser’s Representatives in connection with obtaining the Financing; provided that such action does not unreasonably interfere investigations and examinations, and Purchaser shall, and use its commercially reasonably efforts to cause its Representatives to, reasonably cooperate with such officer's duties in connection with the conduct of Seller and its Representatives and shall use their reasonable efforts to minimize any disruption to the Business. Purchaser and its Representatives shall be permitted to contact, or engage in discussions or otherwise communicate with Seller’s landlords, clients, suppliers and other Persons with which Seller has material commercial dealings, provided, that Purchaser must obtain the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, to initiate such communications and give Seller the opportunity to be present therefor. (b) From and after the date of this Agreement to the ClosingClosing Date, Acquiror Seller shall, and shall cause Acquiror Sub its Subsidiaries to, (i) give Holdings Purchaser and its authorized representatives Purchaser’s Representatives reasonable access during normal business hours to all booksthe offices, recordsfacilities, personnelproperties, offices assets, Employees, Documents (including, without limitation, any Documents included in the Excluded Assets), personnel files and other facilities books and properties records of Acquiror SubSeller pertaining to the Business. In connection with the foregoing, (ii) permit Holdings Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make cause their respective Representatives to furnish, at Purchaser’s expense, to Purchaser such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and financial, technical, operating data and other information with respect pertaining to the business and properties of Acquiror Sub Business as Holdings may Purchaser’s Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Without limiting the generality of the foregoing, at Purchaser’s expense, Seller shall cooperate with Purchaser as may reasonably be requested by any of Purchaser or its Representatives for purposes of (yi) enabling an independent accounting firm selected by Purchaser to conduct an audit of the Business, including access to Seller’s independent auditors’ working papers pertaining to the Business or the Acquired Assets including any environmental assessment; (ii) undertaking, with the consent of Seller, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets; and (iii) undertaking any study relating to Seller’s compliance with Laws; and Seller acknowledges that information or access may be requested and used for such financial data of Acquiror as Holdings may from time to time reasonably requestpurpose; provided, however, that any such access shall be conducted at Holdings' expensethe access, at a reasonable timeand related rights to investigate and examine, under the supervision of Acquiror granted to Purchaser and Acquiror Sub and in such a manner as its Representatives pursuant to maintain the confidentiality of this Agreement shall not constitute nor be construed as a waiver of any applicable legal privilege of Seller, including the attorney-client and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Subwork product privileges. (c) All information From and after the Closing Date until the first (1st) anniversary of the Closing Date, Purchaser shall give Seller and Seller’s Representatives reasonable access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject during normal business hours to the terms and conditions of the letter agreement offices, facilities, properties, assets, Employees, Documents (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closingincluding, without limitation. Notwithstanding anything , any Documents included in the Acquired Assets), personnel files and books and records of Purchaser pertaining to (i) the conduct of the Business or ownership of the Acquired Assets prior to the contrary contained in this AgreementClosing Date or (ii) the Excluded Assets and Excluded Liabilities that are reasonable and necessary to the administration of Seller’s estate, none provided however that Seller shall reimburse Purchaser for ordinary and necessary out-of-pocket costs incurred by Purchaser related to such access (i.e. copying costs). In connection with the foregoing, Purchaser shall use commercially reasonable efforts to cause its Representatives to furnish to Seller such financial, technical, operating and other information pertaining to (i) the conduct of Cendant, Parent, Holdings, any Transferred Company the Business or any ownership of their respective Affiliates shall have any obligation the Acquired Assets prior to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdingsthe Closing Date, or any of their respective Affiliates or predecessors(ii) the Excluded Assets and Excluded Liabilities, or any related materialsin each case, as Seller’s Representatives shall from time to time reasonably request and to discuss such information with such Representatives. (d) Parent and Holdings shallNo information received pursuant to an investigation made under this Section 9.2 shall be deemed to (i) qualify, and shall cause their representatives tomodify, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent amend or Holdings otherwise affect any representations, warranties, covenants or their representatives for other agreements of Seller set forth in this Agreement or any purpose certificate or other than instrument delivered to Purchaser in connection with analyzing the transactions contemplated hereby, (ii) amend or otherwise supplement the information set forth in the Seller Disclosure Schedule, (iii) limit or restrict the remedies available to the parties under applicable Law arising out of a breach of this Agreement or otherwise available at Law or in equity, or (iv) limit or restrict the ability of either party to invoke or rely on the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement set forth in Article X. (e) On the Execution Date, Seller shall provide Purchaser with a list of all payments, filings, and other actions which are due to be made or taken in connection with the prosecution and maintenance of the Seller Registered Intellectual Property Rights during the period beginning on the date hereof and extending to the date that is three (3) months following the scheduled Closing Date. Such list will be promptly updated by Seller if the scheduled Closing Date is postponed.

Access to Information. (a) From Between the date of this Agreement to and the Closing, Parent and Holdings shall, and Seller shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives reasonable access to all books, records contracts, accounts, personnel records, personnel, offices communications with regulatory authorities and all other facilities and properties documents of the BusinessCompany and its Subsidiaries which are relevant to the business operations of the Company and its Subsidiaries, and to all personnel of the Company and its Subsidiaries; and (ii) permit Acquiror Buyer to make such copies and inspections thereof as Acquiror Buyer may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, provided however, that any such access investigation shall be conducted at Acquiror's expense, at a reasonable time, the location(s) and on the terms specified by the Company or Seller during normal business hours under the supervision of Holdings or the Transferred Companies Seller's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation business operations of Seller and the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessCompany. (b) From All information concerning Seller, the Company, or the Subsidiaries furnished or provided by Seller or its Affiliates to Buyer or its representatives (whether furnished before or after the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (iAgreement) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be held subject to the terms Confidentiality Agreement by and conditions between Seller and Buyer, dated as of the letter agreement September 4, 1998 (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none (i) neither Seller nor any Affiliate of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates Seller shall have any obligation to make available or provide to Acquiror Buyer or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, information applicable to Seller or any of their respective its Affiliates or predecessorswhich is not used in, or any related materialsrelevant to, the operations of the Company or its Subsidiaries and (ii) following the public announcement of the execution of this Agreement contemplated by Section 5.5, the Buyer, with the consent of Seller, which consent shall not be unreasonably withheld, shall be permitted to disclose information regarding the Company to the public to the extent the Buyer deems such disclosure necessary to satisfy its disclosure obligations under state and federal securities laws or to explain to the public its rationale for pursuing an acquisition of the Company. (c) Buyer shall provide Seller with such documentation as Seller may reasonably request to confirm to Seller's satisfaction the accuracy of the representations made by Buyer in Section 4.3 and Buyer shall permit Seller to conduct a reasonable due diligence investigation concerning the financial capability, resources, condition and creditworthiness of Buyer. (d) Parent Nothing contained in this Section 5.2 shall be deemed to create any duty or responsibility on the part of either party to investigate or evaluate the value, validity or enforceability of any contract, lease or other asset included in the assets of the other party. With respect to matters as to which any party has made express representations or warranties herein, the parties shall be entitled to rely upon such express representations and Holdings shallwarranties irrespective of any investigations made by such parties, except to the extent that such investigations result in actual knowledge of the inaccuracy or falsehood of particular representations and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebywarranties.

Access to Information. (a) From Subject to Section 5.4, until the date earlier of the Closing and the termination of this Agreement in accordance with the terms of ARTICLE VII, each of Seller Parent and each Seller shall cause its Representatives to afford Representatives of Buyer reasonable access during normal business hours, to the Closingextent permitted by applicable Law and in accordance with the reasonable procedures established by Seller Parent or such Seller, Parent and Holdings shall, and shall cause each in furtherance of the Transferred Companies toconsummation of the Sale and the other transactions contemplated by this Agreement, (i) except as set forth in subparagraph (c)to the officers, give Acquiror and its authorized representatives reasonable access to all booksdirectors, recordsemployees, personnelMSOs, properties, offices and other facilities of the Business and the Acquired Assets (including all Business Real Property) and the books and records relating thereto (in each case solely to the extent relating to the Business, the Acquired Assets, Assumed Liabilities or Acquired Entities or in connection with the Separation Activities); provided that such access shall only be upon the reasonable advance request of Buyer and shall not unreasonably disrupt personnel, operations and properties of the Business; provided, (ii) permit Acquiror further, that Seller Parent and each Seller shall make available, or cause its Subsidiaries to make available, to the extent required or requested by Buyer, Business Employee or Former Business Employee personnel files or other information relating to the Business Employees and Former Business Employees that is relevant to any Acquired Entity Plan (provided that, unless required by Buyer to satisfy its obligations under Section 5.2, no Seller shall make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and that Buyer shall indemnify, defend and hold each Seller and its Affiliates (including the other Subsidiaries of such copies Seller (other than Acquired Entities)) harmless from any Liabilities arising out of or relating to Buyer’s and inspections thereof its Affiliates’ use of such personnel files). In exercising its rights under this Section 5.3(a), Buyer shall conduct itself so as Acquiror may not to unreasonably interfere in the conduct of the Business prior to the Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its Representatives with officers, employees or agents of the Business hereunder shall be arranged, and, if so determined in Seller Parent’s reasonable judgement, supervised (provided that Buyer shall have the right to reasonably request and (iii) cause the officersthat such contact or communication be unsupervised and, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to upon such independent auditor) request, Seller Parent or such applicable Seller shall not unreasonably withhold, condition or delay its consent), by Representatives of the Transferred Companies to furnish Acquiror with applicable Seller or Seller Parent, unless such financial and operating data and other information Seller or Seller Parent otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the business and properties contrary set forth in this Agreement but subject to Sellers’ obligations pursuant to Section 5.22, no Seller nor any Affiliates of any Seller (including the Acquired Entities) shall be required to disclose to Buyer or any of its Representatives any: (i) information to the extent: (A) relating to any acquisition, sale or divestiture process conducted by such Seller or its Affiliates for the Business or such Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Transferred Companies as Acquiror may Business in connection therewith, or any information concerning the Sale Process, in each case, including projections, financial or other information relating thereto; (B) doing so could reasonably be expected to violate any Contract (provided that each Seller shall use reasonable efforts to obtain consents or waivers from time third parties under any such Contract in order to time disclose such information to Buyer (it being understood that in no event shall any Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which any Seller or any of its Affiliates (including the Acquired Entities) is a party or is subject or which it believes in good faith would reasonably requestbe expected to result in a loss of the ability to successfully assert a claim of attorney-client privilege; or (C) if any Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that in the event the restrictions of this clause (i) apply, such Seller shall provide Buyer with a reasonable description of the information not provided, to the extent permitted by applicable Law, and such Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such access shall be conducted at Acquiror's expense, at a reasonable time, under information without resulting in any such violation; or (ii) Tax Return or any other information relating to Taxes or Tax Returns (other than information relating solely to the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement Business and the transactions contemplated hereby and Acquired Entities). Notwithstanding anything herein to the contrary, Buyer shall not have the right to interfere perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Business Real Property prior to the Closing without the prior written consent of Sellers, which consent shall not be unreasonably with the operation of the business of Holdings withheld, delayed or any Transferred Company (iv) take conditioned, if such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may sampling or testing is reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties requested by an insurance underwriter in connection with the conduct of the BusinessEnvironmental Insurance Policy. (b) From Except as provided otherwise in Section 5.16, Buyer shall retain the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personneldocuments, offices instruments, accounts, correspondence, writings, evidence of title and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect papers relating to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; providedBusiness, howeverthe Acquired Entities, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement Assumed Liabilities and the transactions contemplated hereby and not to interfere unreasonably with Acquired Assets in its possession or the operation possession of its Affiliates until seven (7) years following the business of Acquiror Closing Date or Acquiror Subsuch longer period as may be required by Law or applicable court order. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and After the Closing, without limitationupon reasonable advance written request, Buyer shall furnish or cause to be furnished to Sellers and their respective Representatives reasonable access, during normal business hours, to employees of the Business (including to prepare and appear as witnesses) and such information as existing on the Closing Date (including the right to make copies), cooperation and assistance relating to the Business and the Acquired Entities as is necessary for any reasonable business purpose, including insurance matters, financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax Proceeding, in connection with any disclosure obligation or the defense of any Action (including any Action that constitutes a Retained Liability, but excluding Actions between any Buyer Indemnified Parties and Seller Indemnified Parties). Notwithstanding anything to the contrary contained set forth in this Agreement, none neither Buyer nor any of Cendant, Parent, Holdings, its Affiliates shall be required to disclose to any Transferred Company Seller or any of their respective Affiliates its Representatives any information to the extent: (A) doing so could violate any Contract (provided that Buyer shall have use reasonable efforts to obtain consents or waivers from third parties under any obligation such Contract in order to make available or provide disclose such information to Acquiror any Seller (it being understood that in no event shall Buyer or its representatives a copy of Affiliates be obligated to pay any consolidated, combined consent fee or unitary Tax Return filed by Cendant, Parent, Holdings, other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which Buyer or any of their respective its Affiliates is a party or predecessors, is subject or which it believes in good faith would reasonably be expected to result in a loss of the ability to successfully assert a claim of attorney-client privilege or (B) if Buyer or any related materialsof its Affiliates, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. In exercising its rights under this Section 5.3(c), each Seller shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Sellers shall reimburse Buyer for reasonable out-of-pocket costs and expenses incurred in assisting any Seller pursuant to this Section 5.3(c). (d) During the period between the date hereof and the Closing Date, Seller Parent and Holdings shallSellers and their respective Representatives shall cooperate with Buyer and its Representatives with respect to providing information and making determinations with respect to the identification of, and shall cause their representatives the potential impact and liabilities under Section 280G of the Code associated with, Business Employees and Former Business Employees who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebyby this Agreement.

Access to Information. (a) From Sellers shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the date of this Agreement period prior to the Closing, Parent and Holdings shallto the properties, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, recordsContracts, personnel, offices records and other facilities personnel of Sellers and properties of their respective Subsidiaries related to the Business, (ii) permit Acquiror the Purchased Assets, the Purchased Companies, and the Subsidiaries of the Purchased Companies, including for the purpose of reviewing the Closing Statement delivered to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject Buyer pursuant to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditorSection 2.9(b) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably requestthis Agreement; provided, however, that no Seller nor any such Affiliate of any Seller shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(a); provided, further, however, that each Seller and Affiliate of a Seller shall use commercially reasonable efforts to obtain any consent required to permit the access afforded to Buyer and its Representatives pursuant to this Section 5.4(a). During the period from the date of this Agreement until the earliest of the Closing Date or the termination of this Agreement in accordance with its terms, Buyer hereby agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employee (excluding executive officers), customer, supplier or other material business relation of the Business regarding the Business or the transactions contemplated by this Agreement without the prior written consent of Sellers (not to be unreasonably withheld, delayed or conditioned). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall be conducted at Acquiror's expense, at in such a reasonable timemanner as not to unreasonably interfere with the operation of the Business, under the supervision of Holdings or the Transferred Companies applicable Purchased Company’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the Transaction and the other transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of by this Agreement Agreement. Notwithstanding anything to the Closingcontrary in this Agreement, Acquiror shall, and no Seller nor any Affiliate of any Seller shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable be required to provide access to all booksor disclose information where, recordsupon the advice of counsel, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably requestaccess or disclosure would jeopardize attorney-client privilege or contravene any Laws; provided, however, that each Seller and Affiliate of a Seller shall use commercially reasonable efforts to obtain any such consent required to permit the access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror afforded to Buyer and Acquiror Sub and in such a manner as its Representatives pursuant to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror SubSection 5.4(a). (c) All information At and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and after the Closing, without limitation. Notwithstanding anything Buyer shall, and shall cause its Affiliates to, afford HD Supply, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by Buyer or its Affiliates, as applicable, reasonable access to the contrary contained personnel, books and records of the Business, the Purchased Companies and the Subsidiaries of the Purchased Companies to the extent that such access may be reasonably requested by HD Supply, including in this Agreementconnection with financial statements, none of Cendanttaxes, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsreporting obligations and compliance with applicable Laws. (d) Parent Buyer agrees to hold all the books and Holdings shallrecords of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law. (e) Notwithstanding the provisions of this Section 5.4, and shall cause their representatives towhile the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.4, keep confidential all as to such records or other information provided by Acquiror and Acquiror Sub. Such information shall directly pertinent to such dispute, the Parties may not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing utilize this Section 5.4 but rather, absent agreement, must utilize the transactions contemplated herebyrules of discovery.

Access to Information. (ai) From Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and its representatives after the date of execution of this Agreement to the Closinghave reasonable access, Parent and Holdings shallduring regular business hours, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business properties, books and properties of records in its possession or control relating to the Transferred Companies Company as Acquiror Buyer may from time to time reasonably request; provided, however, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and Sellers and in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be conducted at Acquiror's expense, at a reasonable time, under held by Buyer in accordance with and subject to the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation terms of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing Confidentiality Agreement. Buyer hereby agrees that the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct provisions of the Business. (b) From the date of this Confidentiality Agreement will apply to the Closingany properties, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personneldata, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data documents and other information with respect relating to the business Company and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access Sellers provided to Acquiror and Buyer or its representatives Affiliates or any of their respective advisers or employees pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality this Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendantneither Sellers nor the Company shall be required to disclose any information to Buyer if such disclosure would, Parentin Sellers’ sole discretion (A) cause significant competitive harm to Sellers, Holdings, any Transferred the Company or any of and their respective Affiliates shall have businesses if the transactions contemplated by this Agreement are not consummated, (B) jeopardize any obligation attorney-client or other privilege or (C) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to make available or provide to Acquiror or its representatives a copy the date of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsthis Agreement. (dii) Parent For a period of three years following the Closing Date or, in the case of Taxes, until the expiration of the relevant statute of limitations: (A) Buyer, agrees to use reasonable efforts to provide, or cause to be provided, to Sellers, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of the Buyer which Sellers reasonably need (1) to prepare Sellers’ annual and interim financial statements, (2) to comply with reporting, disclosure, filing or other requirements imposed on Sellers (including under applicable securities and Tax Laws) by a Governmental Entity having jurisdiction over Sellers or (3) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements. (B) Without limiting the generality of the foregoing, the Buyer Group shall use reasonable efforts to cooperate with Sellers’ information requests to enable (1) Sellers to meet their respective timetables for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and (2) Sellers’ respective auditors to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable, the audit of Sellers’ internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder. Buyer acknowledges that Holdings shallis a “large accelerated filer” and MGP is an “accelerated filer,” each as defined in Rule 12b-2(b) promulgated under the Securities Exchange Act of 1934, and shall cause their representatives to, keep confidential as amended. (C) The Buyer Group agrees to use commercially reasonable efforts to retain all such information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent in its possession or Holdings or their representatives for any purpose other than control in connection accordance with analyzing the transactions contemplated herebyits ordinary course practices.

Access to Information. (a) From the date of this Agreement In addition to the Closingrights granted by Sections 6.1(b), Parent (c) and Holdings shall(d), between the Effective Date and the Closing Date, Seller will, and shall will use Commercially Reasonable Efforts to cause each of the Transferred Companies NMC to, during ordinary business hours, upon reasonable notice and subject to compliance with all applicable NRC rules and regulations and other applicable Laws and subject to approval in advance by the Seller's Agent(s) which approval shall not be unreasonably withheld or delayed (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Buyer's Representatives reasonable access to all management personnel engaged in the operation of the Included Assets and all books, documents, records, personnelplants, offices and other facilities and properties of constituting the Business, Included Assets; (ii) permit Acquiror Buyer to make such copies and reasonable inspections thereof as Acquiror Buyer may reasonably request and request; (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business Included Assets and properties of the Transferred Companies Palisades Employees and the Big Rock ISFSI Employees as Acquiror Buyer may from time to time reasonably request; (iv) furnish Buyer a copy of each report, schedule or other document filed or received by it since the date hereof with respect to the Included Assets with the NRC, FERC or any other Governmental Authority having jurisdiction over the Included Assets; provided, however, that (A) any such access investigation shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Included Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client privilege, and (C) Seller need not supply Buyer with any information that Seller is legally prohibited from supplying. Seller will use its Commercially Reasonable Efforts to cause NMC to provide Buyer or Buyer's Representatives with access to the Transferred Employee Records that it has, but Seller shall not be required to provide or cause to be provided access to other employee records or medical information unless required by Law or specifically authorized by the affected employee. Notwithstanding anything in this Section 6.2 to the contrary, Seller shall only provide or cause to be provided such access to Transferred Employee Records and personnel and medical records as is permitted by Law or required by legal process or subpoena. In addition, Seller will use Commercially Reasonable Efforts to cause NMC to provide Buyer or Buyer's Representatives with access to NMC personnel engaged in the supervision, operation, maintenance or otherwise supporting the Included Assets. To the extent not prohibited by applicable Law, Seller shall cause NMC to deliver in a timely manner to Buyer all documents, electronic files and records in a format sufficient (as reasonably determined by Buyer) to facilitate the anticipated Closing. Without limiting the generality of the foregoing, four (4) weeks prior to the anticipated Closing Date, (A) Seller shall provide, or cause NMC to provide, to Buyer a list of the Palisades Employees and Big Rock ISFSI Employees anticipated to become Transferred Employees, and (B) Seller shall cooperate, and shall cause NMC to cooperate, with Buyer to enable Buyer to document the transfer of the Transferred Employees according to Buyer's or Buyer's Affiliate's standard practices and employment prerequisites. (b) From the date of Buyer and Seller acknowledge that all information furnished to or obtained by Buyer or Buyer's Representatives pursuant to either Section 6.1 or this Agreement Section 6.2 shall be subject to the Closing, Acquiror shallprovisions of the Confidentiality Agreement and shall be treated as Proprietary Information. (c) For a period of five (5) years following the Closing Date (or such other date as the Parties may agree in writing), and shall cause Acquiror Sub toin the case of books and records relating to the Decommissioning Funds, (i) give Holdings until the completion of Decommissioning, and subject to all applicable NRC rules and regulations, each Party and its authorized representatives respective Representatives shall have reasonable access to all booksof the Business Books and Records, recordsincluding all Transferred Employee Records or other personnel and medical records required to be made available by Law, personnellegal process or subpoena, offices in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities and Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Included Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any such books and records prior to the expiration of the applicable time period specified in this Section 6.2(c), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's expense, to segregate and remove such books and records as such other Party may select. Notwithstanding the foregoing, the right of access to medical records and other facilities and properties of Acquiror Sub, confidential employee records shall be subject to all applicable Laws. (iid) permit Holdings Seller agrees (i) not to make such copies and inspections thereof as Holdings may reasonably request and release any Person (iiiother than Buyer) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information from any confidentiality agreement now existing with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request Included Assets, or waive or amend any provision thereof, and (yii) to assign at the Closing any rights arising under any such financial data confidentiality agreement (to the extent assignable) to Buyer. Notwithstanding the foregoing, Seller agrees and shall use Commercially Reasonable Efforts to cause NMC to agree that following the Closing, no Transferred Employee shall be subject to any confidentiality, non-solicitation or non-competition obligation for the benefit of Acquiror as Holdings Seller or its Affiliates or NMC. (e) Notwithstanding the terms of the Confidentiality Agreement and Section 6.2(b) above, the Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to other Persons to the extent reasonably necessary in connection with Buyer's financing and risk management of the Included Assets, and, to the extent that Seller consents, which consent shall not be unreasonably withheld or delayed, to such Persons with whom Buyer expects it may have business dealings regarding the Included Assets from time to time reasonably requestand after the Closing Date; provided, however, that any all such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and Persons agree in such a manner as writing to maintain the confidentiality of this Agreement the Proprietary Information on substantially the same terms and conditions as those contained in the transactions contemplated hereby Confidentiality Agreement; and not to interfere unreasonably with the operation provided, further, that Buyer shall be responsible for any breach by any such Persons of the business of Acquiror or Acquiror Subsuch confidentiality obligations. (cf) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall Except as may be subject permitted under the Confidentiality Agreement, Buyer agrees that, prior to the terms and conditions Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of NMC, Seller or Seller's Affiliates with respect to any aspect of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company Included Assets or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed; provided, however, that such consent shall not (subject to the notice requirement set forth in the next sentence) be required during the period beginning sixty (60) days prior to the anticipated Closing Date through the Closing Date. Notwithstanding the foregoing, prior to the Closing, (i) Buyer may conduct general employee meetings addressing the following topics: payroll, transition, compensation, health and wellness benefits, pension plans, 401(k) plan transitions, post-Closing policies and procedures and other matters of general employee concern, provided that Buyer shall provide NMC with notice of any such meeting a reasonable period of time in advance thereof and shall reasonably coordinate with NMC as to the conduct thereof and (ii) Buyer may make any contacts with Persons as expressly contemplated by this Agreement, including without limitation contacts with vendors, suppliers and customers in connection with obtaining assignments of contracts and discussing the post-Closing relationship with such Persons, provided that Buyer shall keep Seller reasonably informed as to the existence of any such contacts. (g) Upon Buyer's or Seller's (as the case may be) prior written approval (which approval shall not be unreasonably withheld or delayed), Seller or Buyer (as the case may be) may provide Proprietary Information of the other Party to the NRC, FERC or any other Governmental Authority having jurisdiction over the Included Assets or any stock exchange, as may be necessary to obtain Seller's Required Regulatory Approvals or Buyer's Required Regulatory Approvals, respectively. The disclosing Party shall seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and the disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any Governmental Authority any such Proprietary Information. (h) Seller or Buyer (as the case may be) may, without the prior consent of the other Party, disclose Proprietary Information of the other Party as may be necessary to comply generally with any applicable Laws, requests from Governmental Authorities or with the rules of any applicable stock exchange. The disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any third party any such Proprietary Information. (i) The Parties agree that the Confidentiality Agreement shall remain in effect until the Closing. Thereafter, the Parties agree that any restrictions contained in the Confidentiality Agreement with respect to Buyer's disclosure of Proprietary Information shall terminate, other than with respect to the Proprietary Information of Seller that does not relate to the Included Assets. The Parties further agree that after the Closing Date, Seller shall keep confidential all Proprietary Information provided by Buyer or which Seller possesses with respect to the Included Assets, to the extent permitted by Law, and to the same extent and under the same conditions applicable to Buyer's obligations with respect to Seller's Proprietary Information as contained in the Confidentiality Agreement between the Parties, but for a period of time equal to six (6) years from the Closing.

Access to Information. (a) From Between the date of this Agreement to and the ClosingExchange Closing Date, Parent the FE Subsidiaries will, at reasonable times and Holdings shallupon reasonable notice, provide DLC, the DLC Representatives, the Auction Participants and shall cause each of the Transferred Companies to, Winning Bidders: (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to their managerial personnel and to all books, records, personnelplans, equipment, offices and other facilities and properties of constituting the Business, FE Assets; (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such historical financial and operating data and other information with respect to the business and properties of the Transferred Companies FE Assets as Acquiror they may from time to time reasonably request; (iii) upon request, a copy of each material report, schedule or other document filed by FE or any FE Subsidiary with respect to the FE Assets with the SEC, FERC, PUCO, PaPUC, PaDEP or any other Governmental Authority; (iv) access to each FE Asset for Inspection by DLC, DLC Representatives, Auction Participants and Winning Bidders at reasonable times during regular business hours scheduled for such Inspections, and shall provide qualified management, engineering, operations and maintenance and other personnel to make presentations as required, to escort such Persons and to assist in all aspects of conducting the Inspections, provided that each of DLC, the Auction Participants, the Winning Bidders and the FE Subsidiaries shall bear their own costs of participating in the Inspections; and (v) with all such other information in the possession or control of an FE Subsidiary as shall be reasonably necessary to enable DLC, the DLC Representatives and the Auction Participants to assemble the information reasonably necessary or appropriate for the Auction or to verify the accuracy of the representations and warranties of the FE Subsidiaries contained in this Agreement; provided, however, that (A) any such access Inspections shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business FE Assets, (B) the applicable FE Subsidiary shall not be required to take any action which would constitute a waiver of Holdings any legal privilege, including, but not limited to, the attorney-client privilege, the work product privilege, and the self critical investigation privilege, and (C) the applicable FE Subsidiary need not supply DLC, any Auction Participant or any Winning Bidder with any information which such FE Subsidiary are under a legal or contractual obligation to withhold from disclosure. Notwithstanding anything in this Section 8.2(a) to the contrary, with respect to employee records the FE Subsidiaries will only furnish or provide such access to FE Transferred Company (iv) take such action, including without limitation, providing Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businessaffected employee. (bi) From DLC, the date DLC Representatives, the Auction Participants and the Winning Bidders shall be entitled to conduct Inspections, in accordance with this Section 8.2(b), of this Agreement all of the FE Assets located adjacent to any Connection Point (as defined in the ClosingFE Connection Agreements) to verify and/or determine the accuracy of the data, Acquiror shalldrawings, and records described in the FE Connection Agreements. The Parties shall cause Acquiror Sub tocooperate to schedule DLC's, (i) give Holdings the Auction Participants' and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties the applicable Winning Bidder's Inspections of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, FE Assets so that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably interference with the operation of each FE Plant is minimized, to the business extent reasonably feasible, and so that DLC, the Auction Participants and such Winning Bidder may complete their Inspections of Acquiror or Acquiror Subthe FE Assets within thirty (30) working days of commencement of Inspections and within two (2) months after the execution of the Auction Agreements. (ii) At a mutually convenient time not more than one (1) month after DLC, the Auction Participants and the Winning Bidders have completed their Inspections, the Parties shall meet to discuss whether, as a result of the Inspections, it is appropriate to modify the exhibits to the FE Connection Agreements to portray more accurately the Connection Points. Any modification to any portion of the exhibits to any FE Connection Agreement to which the respective Parties agree shall thereafter be deemed part of such exhibit for all purposes under such FE Connection Agreement. (c) All information and access provided The FE Subsidiaries agree that in order to Acquiror and its representatives pursuant to subsection (a) above shall be subject to satisfy the terms and conditions requirements of the letter agreement Auction, it is necessary and hereby agree (i) to complete surveys and title reports for the "Confidentiality Agreement")FE Real Property, among Acquiror(ii) to subdivide the FE Real Property appropriately to prepare it for sale, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive in each case as soon as practicable following the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation and (iii) to make available or provide to Acquiror or its representatives DLC with a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any preliminary title reports and surveys for the FE Real Property as soon as such preliminary title reports and surveys are available. DLC agrees to provide the applicable FE Subsidiaries with a copy of their respective Affiliates or predecessors, or any related materialspreliminary title reports and surveys for the DLC Real Property as soon as such preliminary title reports and surveys are available. (d) Parent For seven (7) years after the Exchange Closing Date (or such longer period as may be required by applicable law), each Party and Holdings shallits Representatives (and under the terms of the respective Auction Agreement, the applicable Winning Bidder and its Representatives) shall cause their representatives tohave reasonable access to all of the books and records of the Exchange Assets, keep confidential including all information provided by Acquiror and Acquiror Sub. Such information shall not FE Transferred Employee Records in the possession of any Party to the extent that such access may reasonably be used by Parent or Holdings or their representatives for any purpose other than required in connection with analyzing the Assumed Liabilities or the Excluded Liabilities, or regarding other matters relating to or affected by the operation of the Exchange Assets. Such access shall be afforded by the applicable Winning Bidder or the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Person exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the holder of the information with respect to such access pursuant to this Section 8.2(d). If the Person in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such seven-year period (or any such longer period), such Person shall, prior to such disposition, give the other Person a reasonable opportunity, at the latter's expense, to segregate and remove such books and records as it may select. (e) Each Party agrees that, prior to the Exchange Closing Date, neither it nor its Representatives will contact any vendors, suppliers, employees, or other contracting parties of a Conveying Party or its Affiliates with respect to any aspect of the Conveying Party's Exchange Assets or the transactions contemplated hereby, without the prior written consent of the applicable Conveying Party, which consent shall not be unreasonably withheld. For avoidance of doubt, if the Conveying Party is an FE Subsidiary, consent will only be needed from such FE Subsidiary. (f) Each Party shall provide the other with (i) copies of its Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 1998, as soon as practicable but in no event later than March 31, 1999, and (ii) copies of its Quarterly Reports on Form 10-Q filed with the SEC for those quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as soon as practicable after each such report is filed with the SEC.

Access to Information. At all times from the date hereof until the Closing Date, to the extent the Buyer does not have the following information or rights and to the extent any Seller has the ability, power and authority to give such information or grant such rights, the Sellers will use commercially reasonable efforts to (a) From give the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Representatives reasonable access to all booksthe offices, recordsproperties, personnel, offices books and other facilities and properties records of the BusinessAcquired Companies and, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may the extent reasonably request related to the transactions contemplated by the Transaction Documents, the Sellers, in each case, during normal business hours and (iiib) cause furnish or make available to the officers, independent auditors (subject to Acquiror Buyer and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with its Representatives such financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request, subject to the Buyer’s and its Representatives’ compliance with applicable Law and contractual restrictions governing the disclosure and use of such information. Notwithstanding the foregoing provisions of this Section 6.03, the Sellers shall not be required to grant access or furnish information to the Buyer or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege that would be violated or lost by such access or furnishing, or that such access or the furnishing of such information is prohibited by Law or an existing Contract; provided that the Sellers shall at Buyer’s request, and sole cost and expense, use commercially reasonable efforts to obtain necessary consent or waiver in order to grant the Buyer access or furnish information subject to such privilege to the extent not with respect to a matter in which Buyer, on the business one hand or Seller or any Acquired Company on the other hand, or their respective Affiliates, have an actual or potential conflict of interest. To the extent practicable, the Sellers shall make reasonable and properties appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Transferred Companies as Acquiror may from time preceding sentence apply. Any investigation pursuant to time reasonably request; provided, however, that any such access this Section 6.03 shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror any Seller, its Affiliates or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitationAcquired Companies. Notwithstanding anything to the contrary contained in this Agreementforegoing, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information the Buyer shall not be used by Parent entitled to perform any intrusive or Holdings subsurface investigation or their representatives for other sampling of, on or under any purpose other than of the properties of AMV or the Partnership. The Buyer agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.03 in connection with analyzing the transactions contemplated herebyviolation of Section 6.06.

Access to Information. (a) From During the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies toPre-Closing Period, (i) except as set forth in subparagraph (c), give Acquiror the Company shall afford Parent and its authorized representatives Representatives reasonable access access, upon reasonable notice, during business hours to (A) all of the properties, books, records, personnel, offices Contracts and other facilities and properties records of the BusinessCompany and each of its Subsidiaries and (B) all other information concerning the Company or any of its Subsidiaries and the results of operations, product development efforts, properties (iitangible and intangible, including Intellectual Property Rights) permit Acquiror to make such copies and inspections thereof personnel of the Company or any of its Subsidiaries as Acquiror Parent may reasonably request and (iiiii) cause the officersCompany shall maintain the virtual data room established in connection with this Agreement and provide Parent and its Representatives access thereto (and prior to the Closing Date, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to the Company shall provide Parent’s outside legal counsel a customary USB containing the contents of such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating virtual data and other information room); provided that with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; providedclause (i), however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or appropriate personnel of the Transferred Companies Company, and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the normal operation of the business of Holdings the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the extent related to an Acquisition Proposal, Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any Transferred obligation of the Company with respect to confidentiality or privacy (iv) take so long as the Company has reasonably cooperated with Parent in an effort to permit such action, including without limitation, providing the reasonable use inspection of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided or to disclose such information on a basis that such action does not unreasonably interfere contravene any such obligations with such officer's duties respect thereto). Subject to Applicable Legal Requirements and this Section 5.4, the Company agrees to, and to cause its Subsidiaries to, reasonably assist and cooperate with Parent to facilitate the post-Closing integration of the Company and its Subsidiaries with Parent and Parent’s Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent in connection the development of a post-Closing integration plan and making available its employees at reasonable intervals). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. With respect to the information disclosed pursuant to this Section 5.4, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) Subject to compliance with Applicable Legal Requirements, during the conduct Pre-Closing Period, the Company shall notify Parent of, and confer from time to time as reasonably requested by Parent with one or more of Parent’s Representatives to discuss, any material changes or developments in the operational matters of the Company and each of its Subsidiaries and the general status of the ongoing operations of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All No information and access provided to Acquiror and its representatives or knowledge obtained in any investigation pursuant to subsection (a) above this Section 5.4 shall affect or be subject deemed to the terms and conditions of the letter modify any representation, warranty, covenant, agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary or condition contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsherein. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent and Holdings Seller shall, and shall cause each for the purpose of enabling Buyer to conduct the Transferred Companies toPost-Signing Due Diligence, (ia) except as set forth in subparagraph (c), give Acquiror afford Buyer and its authorized representatives Representatives reasonable access to and the reasonable right to inspect, upon reasonable notice and during Seller’s normal business hours, all booksof the Real Property, recordsproperties, personnelassets, offices premises, Books and Records, Contracts and other facilities documents and properties data related to the Business, subject where applicable to the terms of the Site Access and Indemnification Agreement dated as of June 7, 2018 between Seller and Buyer as the same may be amended or supplemented from time to time; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. Without limiting the foregoing, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officersSeller shall, independent auditors (subject to Acquiror receipt of all required approvals of Governmental Authorities, permit Buyer and Acquiror Sub executing indemnification letters and waiver letters satisfactory its Representatives to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information conduct Post-Signing Due Diligence with respect to the business and properties environmental condition of the Transferred Companies as Acquiror may Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater, or surface or subsurface land on, at, in, under or from time the Real Property. Any investigation pursuant to time reasonably request; provided, however, that any such access this Section 6.02(a) shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessBusiness or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. (b) From the date of this Agreement to hereof until the Closing, Acquiror Buyer shall, and shall cause Acquiror Sub tofor the purpose of enabling Seller to conduct the Additional Seller Due Diligence, (ia) give Holdings furnish Seller and its authorized representatives reasonable access to all booksRepresentatives with such financial, records, personnel, offices operating and other facilities data and properties information related to the assets and business of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof Buyer as Holdings Seller or any of its Representatives may reasonably request for purposes of reviewing and evaluating Buyer’s financial condition, the financial risks of the transactions contemplated by this Agreement, and the proposed Debt Financing; and (iiib) cause instruct the officers Representatives of Acquiror and Acquiror Sub Buyer to furnish Holdings cooperate with (x) such financial and operating data and other information Seller in its due diligence investigation with respect to the business and properties of Acquiror Sub as Holdings may from time Buyer. Any investigation pursuant to time reasonably request and (ythis Section 6.02(b) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation conduct of the business any businesses of Acquiror Buyer. Except as provided in Section 6.22 and Section 8.07(b), no investigation by Seller or Acquiror Subother information received by Seller shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Buyer in this Agreement. (c) All At the earliest practicable time, Seller shall use commercially reasonable efforts to provide Buyer with the information noted on Exhibit A and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsreasonable follow- up requests with respect thereto. (d) Parent Prior to receipt of RCA Approval, the parties shall take initial steps to assess necessary integration planning, including those set forth on Section 6.02(d) of the Disclosure Schedules. Following receipt of RCA Approval, the parties shall work together to coordinate and Holdings finalize integration planning so as to enable Buyer to operate the Purchased Assets on the Closing Date, including taking the actions set forth on Section 6.02(d)(ii) of the Disclosure Schedules. In connection with such integration planning, Seller and Buyer shall, to the extent appropriate, develop a plan for the transition of customers of the Business to Buyer in accordance with a plan intended to mitigate to the extent reasonably possible any impact or cost to Seller’s customers and shall cause their representatives tocomply with all RCA requirements, keep confidential all information provided by Acquiror including coordination of timing of initial notification of customers, inclusion of materials in Seller’s pre-Closing invoices relating to customer cut-over process, customer data conversion process, and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose sharing of meter and other than in connection with analyzing the transactions contemplated herebytechnical information.

Access to Information. (a) From Until the date of this Agreement Closing Time, subject to the Closingany Applicable Law, Parent applicable privileges and Holdings shall, and shall cause each of the Transferred Companies tocontractual confidentiality obligations, (i) except as set forth in subparagraph (c)the Sellers shall allow and shall cause the QNX Entities to allow the Buyers and their representatives, give Acquiror accountants, legal counsel and its authorized representatives advisors reasonable access during normal business hours upon reasonable prior notice to all the properties, files, books, records, and offices of the QNX Entities (and books and records of the Sellers to the extent related to the QNX Entities) for transition planning purposes, including any and all information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, offices environmental, health and safety, personal property and financial condition and such other facilities information and properties of data as reasonably requested by the Business, Buyers and (ii) permit Acquiror the Sellers shall provide reasonable cooperation with the Buyers to arrange meetings during normal business hours between representatives of Buyers and personnel of the QNX Entities for transition planning purposes. Until the Closing Time, subject to the Applicable Law, the Sellers shall cause the QNX Entities’ accountants to cooperate with the Buyers and their representatives in making available all financial information reasonably requested; provided, however that the accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such copies accountants’ normal disclosure procedures and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory then only after such Person has signed a customary agreement relating to such independent auditor) of access to work papers in form and substance reasonably acceptable to such accountants. If so requested by the Transferred Companies to furnish Acquiror Sellers, the Buyers and the Guarantor shall enter into a customary joint defense agreement with such financial the Sellers and operating data and other information the QNX Entities with respect to any information to be provided to the business and properties Buyers pursuant to this Section 5.6(a). No information or knowledge obtained in any investigation pursuant to this Section 5.6(a) or prior to the execution of this Agreement shall affect or be deemed to modify any representation or warranty contained in this Agreement or any of the Transferred Companies as Acquiror may from time Transaction Documents or in any document contemplated in this Agreement or any of the Transaction Documents and no investigation made by the Buyers or their representatives shall affect the Buyers’ right to time reasonably request; provided, however, that rely on any representation or warranty in this Agreement or any of the Transaction Documents or in any document contemplated in this Agreement or any of the Transaction Documents. All such access shall be conducted at Acquiror's expense, at a reasonable time, under subject to the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation terms of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessConfidentiality Agreement. (b) From and after the date Closing Time, subject to any Applicable Law, applicable privileges and contractual confidentiality obligations, in connection with any Claim by a Buyer Indemnified Person pursuant to this Agreement, in connection with complying with Applicable Law, including any inquiry of this Agreement to any Governmental Authority or any public reporting requirements, or in connection with any actual or threatened third party or regulatory action, suit, judgment or proceeding in each case in respect of the Closingpre-Closing activities of the QNX Entities, Acquiror shall, the Buyers shall allow and shall cause Acquiror Sub tothe QNX Entities to allow the Sellers and their representatives, (i) give Holdings accountants, legal counsel and its authorized representatives advisors reasonable access during normal business hours upon reasonable notice to all the relevant properties, files, books, records, and offices of the QNX Entities, including such additional information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, offices environmental, health and other facilities safety, personal property and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data condition and other information and data as reasonably requested by the Sellers. In connection with respect any access permitted pursuant to this Section 5.6(b), the Buyers shall cause their and the QNX Entities’ accountants to cooperate with the Sellers and their representatives in making available all financial information related to the business and properties underlying purpose of Acquiror Sub such access as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably requestrequested; provided, however, however that such accountants shall not be obliged to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror to work papers in form and Acquiror Sub and in substance reasonably acceptable to such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Subaccountants. (c) All information The Sellers and access provided to Acquiror the Buyers agree that each of them shall preserve and its representatives pursuant to subsection (a) above shall be subject keep the records held by it relating to the terms QNX Entities and conditions the Business for a period of six (6) years from the Closing Date. In the event the Sellers, on the one hand, or the Buyers, on the other hand, wish to destroy such records, such party shall use reasonable efforts to first give ninety (90) days’ prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsrecords. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) Subject to the provisions of Section 3.4, from the date hereof to the Effective Time, each of Marshalltown and the Marshalltown Subsidiaries will, and their respective directors, officers, employees, agents and representatives will, afford the officers, employees, agents and representatives of HMN reasonable access at all reasonable times to the officers, employees, representatives, properties, books and records of Marshalltown and the Marshalltown Subsidiaries, and to the books and records of any predecessors thereof in the possession of Marshalltown or the Marshalltown Subsidiaries, and will furnish to HMN all financial, operating and other data and information as HMN and the HMN Subsidiaries, through its officers, employees or representatives, may reasonably request. From the date of this Agreement hereof to the ClosingEffective Time, Parent Marshalltown and Holdings shallthe Bank shall promptly furnish HMN with copies of all monthly and other interim financial statements and other information, including information disseminated to the Marshalltown Board, as the same become available. Marshalltown shall promptly notify HMN of any material change in the business or operations of Marshalltown or the Bank and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Marshalltown or the Bank. Two representatives of HMN shall cause each attend all meetings of the Transferred Companies to, Marshalltown Board and committees thereof (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties meetings of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect Marshalltown Board relating to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement Merger and the transactions contemplated hereby hereby) and not of each of its subsidiaries conducted prior to interfere unreasonably with the operation Effective Time, and give HMN reasonable advance notice of the business date, time and place of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror regularly scheduled meetings and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct special meetings of the Business. (b) From the date entire Board of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties Directors of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitationentity. Notwithstanding anything to the contrary contained in this AgreementSection 3.5(a), none nothing in this Section 3.5(a) shall require Marshalltown to provide access to or copies of Cendantany information to HMN, Parentpursuant to this Section 3.5(a), Holdingsif such access would result in the violation of the attorney-client privilege afforded such information. (b) Marshalltown agrees to hold in confidence all, and not to disclose to others for any Transferred Company reason whatsoever any, non-public information received by it pursuant to Section 4.3 or otherwise in connection with the transactions contemplated hereby, except (i) as required by law, (ii) for disclosure to directors, officers, employees, agents and representatives as necessary to consummate the Merger or as necessary to the operation of its and HMN's businesses, and (iii) for information that becomes publicly available other than through Marshalltown or the Marshalltown Subsidiaries or their respective directors, officers, employees, agents or representatives. In the event that this Agreement is terminated, upon receipt of a written request from HMN, Marshalltown will return to HMN all documents and other material (and all copies thereof) obtained from HMN or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed the HMN Subsidiaries in connection with the transactions contemplated hereby and will destroy all documents and other material prepared by Cendant, Parent, Holdings, Marshalltown or any of the Marshalltown Subsidiaries, or their respective Affiliates or predecessorsdirectors, or officers, employees, agents and representatives, that reflect any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all non-public information provided received by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than of them in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From During the date of this Agreement Pre-Closing Period, the Company shall afford Acquirer and its Representatives reasonable access during business hours (including remote access) to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, recordsthe Company’s properties, personnel, offices books, Contracts and other facilities and properties of the Businessrecords, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and all other information with respect to concerning the business and properties of the Transferred Companies Company as Acquiror Acquirer may from time to time reasonably request, and the Company shall make available to Acquirer and its Representatives correct and complete copies of, including all records and workpapers relating to, the Company’s (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company has been a party and (D) receipts for any Taxes paid to non-U.S. Tax Authorities, and (iii) all other information concerning the business and properties of the Company as Acquirer may reasonably request, including as may be requested to facilitate the integration planning of the Company’s business with Acquirer’s business following the Closing; provided, however, that (x) any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the operation businesses or operations of the business of Holdings Acquired Companies; (y) the Acquired Companies shall not be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financingother privilege; provided that the parties hereto shall use commercially reasonable efforts to agree upon a method of disclosure which would not compromise any such action does privilege; and (z) the Acquired Companies shall not unreasonably interfere with be required to supply any information which (1) such officer's duties in connection with Person is under a contractual or legal obligation not to supply; provided that the conduct parties shall use commercially reasonable efforts to agree upon a method of disclosure which would not compromise such contractual or legal obligation or (2) is a trade secret or commercially sensitive. Any disclosure during any investigation by Acquirer and its Representatives shall not constitute an enlargement of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation representations or warranties of the business of Acquiror Company or Acquiror Sub. (c) the Shareholders beyond those specifically set forth in this Agreement. All information and access provided given to Acquiror Acquirer and its representatives pursuant to subsection (a) above Representatives shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (db) Parent Subject to compliance with Applicable Law, during the Pre-Closing Period, the Company shall confer from time to time as requested by Acquirer with one or more Representatives of Acquirer to discuss any material changes or developments in the operational matters of the Company and Holdings shallthe general status of the ongoing operations of the Company. (c) No information or knowledge obtained by Acquirer during the pendency of the Transactions in any investigation pursuant to this Section 6.8 shall affect or be deemed to modify any representation, and shall cause their representatives towarranty, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent covenant, agreement, obligation or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebycondition set forth herein.

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent Sellers will provide Purchaser and Holdings shallits authorized Advisors with reasonable access and upon reasonable advance notice and during regular business hours (so long as consistent with applicable Law and in accordance with the reasonable procedures established by Sellers) to the facilities, books and records (excluding any personnel files) of Sellers, in order for Purchaser and its authorized Advisors to access such information regarding the Acquired Assets and Assumed Liabilities (which shall cause each of include the Transferred Companies toAcquired Real Property, for certainty) as is reasonably necessary in order to consummate the Transactions; provided that (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable such access to all books, records, personnel, offices and other facilities and properties does not unreasonably interfere with the normal operations of the BusinessSellers or any of their Subsidiaries, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and will occur in such a manner as Sellers reasonably determines to maintain be appropriate to protect the confidentiality of this Agreement the Transactions and the transactions contemplated hereby such books and not records, (iii) all requests for access will be directed Seller Broker or such other Person(s) as Sellers may designate in writing from time to interfere unreasonably with the operation of the business of Holdings or any Transferred Company time, (iv) take nothing herein will require Sellers or any of their Subsidiaries to provide access to, or to disclose any information to, Purchaser or any other Person if such actionaccess or disclosure (A) would reasonably cause competitive harm to Sellers or any of their Subsidiaries if the Transactions are not consummated, (B) would waive any legal privilege or (C) would be in violation of applicable Laws (including the HSR Act and Antitrust Laws) or the provisions of any Contract to which Sellers is bound or would violate any fiduciary duty and (v) nothing herein will permit Purchaser or its authorized Advisors to conduct any sampling or testing of environmental media or any other invasive investigation or assessment at any property or facility (including the Acquired Real Property) of Sellers, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businesstype commonly known as a Phase II environmental site assessment. (b) From The information provided pursuant to this Section 6.2 will be used solely for the date purpose of this Agreement to consummating the Closing, Acquiror shallTransactions, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to will be governed by all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The which Confidentiality Agreement shall survive the execution of this Agreement through the first to occur of the Closing and two years following the Closing, without limitation. Notwithstanding date hereof notwithstanding anything to the contrary contained in this Agreementtherein. Purchaser will, none and will cause its Advisors to, abide by the terms of Cendant, Parent, Holdings, the Confidentiality Agreement with respect to such access and any Transferred Company information furnished to Purchaser or any of its Advisors. Sellers make no representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 6.2, and none of Purchaser or its Advisors may rely on the accuracy of any such information. (c) From and after the Closing for a period of three years following the Closing Date (or, if later, the closing of the Bankruptcy Cases), Purchaser will provide Sellers and their respective Affiliates Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of examining and copying) of the Sellers or otherwise solely and exclusively pertaining to the Sellers that are included in and relate to the Acquired Assets, the Excluded Assets (if applicable), the Assumed Liabilities or the Excluded Liabilities (if applicable) with respect to periods or occurrences prior to the Closing Date, and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, Advisors, accountants, offices and properties of Purchaser (including for the purpose of better understanding such books and records). Unless otherwise consented to in writing by Xxxxxxx, Purchaser will not, for a period of three years following the Closing Date, destroy, alter or otherwise dispose of any such books and records of the Sellers without first offering to surrender such books and records of the Sellers to Sellers or any portion thereof that Purchaser may intend to destroy, alter or dispose of. Purchaser shall provide Sellers with fourteen (14) days prior written notice before disposing of or otherwise destroying any of Sellers books and records and Sellers shall have fourteen (14) days after the date set forth on Purchasers notice to remove, collect or otherwise cause to be preserved any obligation such books and records of Sellers. From and after the Closing, Purchaser will, and will cause its employees to, provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to make available locate such documents or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsinformation). (d) Parent and Holdings shallPurchaser will not, and shall cause their representatives will not permit any member of the Purchaser Group to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or Holdings other material business relation of any Seller or any of its Affiliates prior to the Closing with respect to any Seller, any of its Subsidiaries, any of their representatives respective businesses or the Transactions, in each case, without the prior written consent of Sellers for any purpose each such contact, other than in connection with analyzing the transactions contemplated herebyordinary course of Purchaser’s business unrelated to the Transactions and without referring to the Transactions and without disclosing any information in breach of the Confidentiality Agreement, but subject in all cases to Section 10.4(c).

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent and Holdings upon reasonable notice, the Seller shall, and shall cause each of the Transferred Companies its Representatives to, (i) except as set forth in subparagraph (c), give Acquiror afford the Purchaser and its authorized representatives Representatives reasonable access to all booksthe offices, records, personnel, offices properties and other facilities books and properties records of the Business, Seller and its Subsidiaries to the extent related to the Business or any Business Employee and (ii) permit Acquiror furnish to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) Representatives of the Transferred Companies to furnish Acquiror with Purchaser such additional financial and operating data and other information with respect to regarding the business and properties of Business (or copies thereof) as the Transferred Companies as Acquiror Purchaser may from time to time reasonably request; provided, however, provided that any such access or furnishing of information shall be conducted at Acquiror's the Purchaser’s sole expense, at a reasonable timeduring normal business hours, under the supervision of Holdings or the Transferred Companies Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation that minimizes disruption of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct normal operations of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none neither the Seller nor any of Cendantits Subsidiaries shall be required to disclose any information to the Purchaser if such disclosure would, Parentas reasonably determined by the Seller’s counsel, Holdings(A) jeopardize any attorney-client or other legal privilege or (B) contravene any applicable Laws (including any Regulatory Law) or binding agreement with a third party entered into prior to the date hereof; provided that, in each case, the Seller shall, and shall cause its Representatives to, use commercially reasonable efforts to make appropriate substitute arrangements to provide such information (or portions thereof) under circumstances in which the restrictions of the preceding sentence apply. (b) Solely in order to facilitate the resolution of any Transferred Company claims made against or incurred by the Seller relating to the Business, for purposes of compliance with securities, employment and other Laws and for Tax and financial reporting purposes (but, in each case, not with respect to any dispute between the Parties), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s sole expense, photocopies), during normal business hours under the supervision of the Purchaser’s personnel and in a manner that minimizes disruption of the normal operations of the Purchaser’s business, to such books and records; provided that the Purchaser shall notify the Seller at least forty-five (45) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing in order to provide the Seller the opportunity to copy such books and records, at the Seller’s sole expense, in accordance with this Section 5.2(b); and provided, further, that any Tax information shall be provided on a pro forma basis (solely with respect to the Business). Notwithstanding the foregoing, the Purchaser shall not be required to disclose any information to the Seller or its Representatives if such disclosure would, as reasonably determined by the Purchaser’s counsel, (A) waive any attorney-client or other legal privilege or (B) contravene any applicable Laws or any binding agreement with a third party not entered into for the purposes of their respective Affiliates frustrating the rights granted to the Seller under this Section 5.2(b); provided, that, in each case, the Purchaser shall, and shall have any obligation cause its Representatives to, use commercially reasonable efforts to make available appropriate substitute arrangements to provide such information (or portions thereof) under circumstances in which the restrictions of the preceding sentence apply. (c) Solely in order to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Business, for purposes of compliance with securities, employment and other Laws and for Tax and financial reporting purposes (but, in each case, not with respect to any dispute between the Parties), for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the portion of the Business conducted by it relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the Representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s sole expense, photocopies), during normal business hours under the supervision of the Seller’s personnel and in a manner that minimizes disruption of the normal operations of the Purchaser’s business, to such books and records; provided that the Seller shall notify the Purchaser at least forty-five (45) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing in order to provide the Purchaser the opportunity to Acquiror copy such books and records, at the Purchaser’s sole expense, in accordance with this Section 5.2(c); and provided, further, that any Tax information shall be provided on a pro forma basis (solely with respect to the Business). Notwithstanding the foregoing, neither the Seller nor any of its Subsidiaries shall be required to disclose any information to the Purchaser or its representatives a copy of Representatives if such disclosure would, as reasonably determined by the Seller’s counsel, (A) waive any consolidated, combined attorney-client or unitary Tax Return filed by Cendant, Parent, Holdings, other legal privilege or (B) contravene any applicable Laws or any binding agreement with a third party not entered into for the purposes of their respective Affiliates frustrating the rights granted to the Purchaser under this Section 5.2(c); provided, that, in each case, the Seller shall, and shall cause its Representatives to, use commercially reasonable efforts to make appropriate substitute arrangements to provide such information (or predecessors, or any related materialsportions thereof) under circumstances in which the restrictions of the preceding sentence apply. (d) Parent and Holdings shallNo investigation or access pursuant to this Section 5.2 or information provided, and shall cause their representatives tomade available or delivered pursuant to this Agreement, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not will affect or be used by Parent deemed to modify any of the representations or Holdings warranties of the Parties contained in this Agreement or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebyconditions hereunder to the obligations of the Parties.

Access to Information. Prior to Closing, Seller agrees to (a) From the date of this Agreement give or cause to be given to Buyer and its employees, advisors and other representatives such access, during normal business hours, to the Closingoffices, Parent employees, properties, books and Holdings shall, and shall cause each records of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror Seller and its authorized representatives reasonable access Affiliates relating to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror the Assets and the Assumed Liabilities as Buyer may from time to make such copies and inspections thereof as Acquiror may time reasonably request and (iiib) furnish or cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory be furnished to such independent auditor) of the Transferred Companies to furnish Acquiror with Buyer such financial and operating data and other information with respect to the business Business, the Assets and properties of the Transferred Companies Assumed Liabilities as Acquiror Buyer may from time to time reasonably request; provided. After the Closing Date, howeverBuyer shall, that any at reasonable times, permit Seller to make reasonable examination of the books and records of the Business relating to time periods ending at or prior to the Closing Date and shall permit Seller to make copies of the relevant portions of such access shall be conducted books and records at AcquirorSeller's expense, in each case to the extent necessary for Seller or its Affiliates to comply with applicable legal, tax or accounting requirements. After the Closing Date, Seller shall, at a reasonable timetimes, under the supervision of Holdings or the Transferred Companies and in such a manner as permit Buyer to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation make reasonable examination of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror books and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct records of the Business. (b) From the date of this Agreement Seller relating to the Closing, Acquiror shall, Business and shall cause Acquiror Sub topermit Buyer to make copies of the relevant portions of such books and records at Buyer's expense to the extent necessary for Buyer or its Affiliates to comply with applicable legal, tax or accounting requirements. In addition to the foregoing, (iA) give Holdings and its authorized representatives reasonable access Buyer shall make available to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with Seller at Seller's expense (x) such financial all documents and operating data records of the Business for copying and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request inspection and (y) such financial data all Buyer personnel employed or formerly employed by the Business to interview or use as a witness, which Seller shall reasonably request for the prosecution or defense of Acquiror any claim or demand arising out of or relating to any Excluded Liability or Excluded Assets of the Business or to otherwise satisfy its obligations to Buyer under Section 8.1 and (B) Seller shall make available to Buyer at Buyer's expense (x) all documents and records relating to the Business for copying and inspection and (y) all Seller personnel formerly employed by the Business to interview or use as Holdings may from time a witness, which Buyer shall reasonably request for the prosecution or defense of any claim or demand arising out of or relating to time reasonably request; providedany Assets or the Business or to otherwise satisfy its obligations to Seller under Section 8.2. Any use of Buyer's personnel by Seller, howeveror Seller's personnel by Buyer, that any such access for more than one half a day shall be conducted at Holdings' expense, charged at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such per diem rate equal to a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation pro rata portion of the business of Acquiror or Acquiror Subemployee's total compensation, plus any travel expenses. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From the date of this Agreement to the Closing, Parent and Holdings shall, and The Sellers shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror provide Purchaser and its authorized representatives reasonable Representatives with full access during normal business hours, upon no less than forty-eight (48) hours prior written notice, to all books, records, personnel, offices officers, employees, agents, accountants, properties (including, without limitation, for the purpose of environmental testing) and other facilities and properties facilities, of the Sellers, the Business, the Purchased Assets and the books and records relating to the Business and the Purchased Assets and (ii) permit Acquiror furnish Purchaser and its Representatives with all information and data available to make such Sellers or prepared in the normal course of business (including, without limitation, copies of Contracts, Plans and inspections thereof as Acquiror may reasonably request other books and (iiirecords) cause concerning the officers, independent auditors (subject to Acquiror Business and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) operations of the Transferred Companies to furnish Acquiror Business and the Purchased Assets as Purchaser or any of such Representatives reasonably may request in connection with such financial and operating data and other investigation. All such information shall be kept confidential in accordance with respect to the business and properties terms of the Transferred Companies Confidentiality Agreement, dated as Acquiror may from time to time reasonably request; providedof September 9, however2010 (the “Confidentiality Agreement”), that any such access shall be conducted at Acquiror's expensebetween Purchaser and Cerberus Capital Management, at L.P. In the event of a reasonable time, under conflict or inconsistency between the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality terms of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with Confidentiality Agreement, the operation terms of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businessthis Agreement will govern. (b) From Upon the date execution hereof, the provisions of the Confidentiality Agreement shall remain binding and in full force, except that the Confidentiality Agreement shall not apply to any documents prepared in connection with or proceeding before or filed with, or other disclosure made to, a court, arbitration tribunal or mediation service to enforce Purchaser’s or the Sellers’ rights arising in connection with the termination of this Agreement Agreement. The information contained herein, in the Sellers’ Disclosure Schedule or delivered to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and Purchaser or its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement are incorporated herein by reference. Except as otherwise provided herein, the Sellers shall survive and shall cause their respective Representatives to, treat after the execution date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of Law, including securities regulations) the terms of this Agreement and all nonpublic, confidential or proprietary information concerning the ClosingBusiness, without limitation. Notwithstanding anything to and the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates Sellers shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shallnot, and shall cause their representatives respective Affiliates and their respective Representatives not to, keep confidential all use such information provided by Acquiror and Acquiror Subto the detriment of the Business. Such information shall not be used by Parent None of the Sellers has waived, nor will it waive, any provision of any confidentiality or Holdings similar agreement that relates to any of the Business, the Purchased Assets or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebyAssumed Liabilities.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, U S WEST shall permit AirTouch and its representatives to have full access to the Closingmanagement, Parent facilities, suppliers, accounts, books, records (including, without limitation, budgets and Holdings shallforecasts), contracts and other materials of the Domestic Wireless Business reasonably requested by AirTouch or such representatives and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror make available to AirTouch and its authorized representatives reasonable access to all booksthe directors, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, employees and independent auditors accountants (subject and shall use reasonable best efforts to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditorso make available its former accountants) of the Transferred Companies Domestic Wireless Business for interviews for the purpose of verifying the information furnished to furnish Acquiror with such financial AirTouch. Such access and operating data availability shall be subject to existing confidentiality agreements and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expenseby AirTouch and its representatives during normal business hours, at a upon reasonable time, under the supervision of Holdings or the Transferred Companies advance notice and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation business or operations of the business of Holdings Domestic Wireless Business or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessU S WEST. (b) From the date of this Agreement to hereof until the ClosingClosing Date, Acquiror shall, and AirTouch shall cause Acquiror Sub to, (i) give Holdings permit U S WEST and its authorized representatives to have reasonable access to all the management, accounts, books, recordsrecords and Material Contracts of AirTouch and its Subsidiaries reasonably requested by U S WEST or such representatives in view of the issuance of shares of AirTouch Stock to Media (or the NV/PCS Transferee) in the Merger and shall make available to U S WEST and its representatives, personnelas reasonably requested by U S WEST, offices the officers, employees and other facilities independent accountants of AirTouch and properties its Subsidiaries for interviews for the purpose of Acquiror Sub, verifying the information furnished to U S WEST. Such access and availability shall be consistent generally with the approach taken by U S WEST and AirTouch (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to AirTouch information) prior to the business date of this Agreement, shall be subject to existing confidentiality agreements and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expenseby U S WEST and its representatives during normal business hours, at a upon reasonable time, under the supervision of Acquiror and Acquiror Sub advance notice and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation business or operations of AirTouch and its Subsidiaries. To the extent that any information requested by U S WEST pursuant to this Section 6.3(b) relates to any business plans, forecasts, budgets or other forward-looking information, or to any business of Acquiror AirTouch or Acquiror Subits Subsidiaries which actually or potentially competes with any businesses of U S WEST or its Subsidiaries, AirTouch shall only be required to permit U S WEST'S investment bankers and outside legal advisors to have access to such information, and such investment bankers and outside legal advisors shall not distribute, disseminate or disclose such information to U S WEST or any of its Subsidiaries. (c) All Each of U S WEST and AirTouch agrees that it will not, and will cause each of its respective Affiliates and representatives not to, use any information and access provided to Acquiror and its representatives obtained pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.this

Access to Information. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement to the Closingin accordance with its terms, Parent and Holdings shallupon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, Seller shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror provide to Buyer and its authorized representatives and the Financing Sources, during normal business hours reasonable access to all books, records, personnel, offices the books and other facilities and properties records of the BusinessGroup Companies (in a manner so as to not interfere with the normal business operations of any Group Company); provided that Seller may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, provided that Seller shall use its reasonable best efforts to obtain the consent of such third party to permit such disclosure, (ii) permit Acquiror that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to make which, as reasonably determined by outside counsel, constitutes a waiver of any such copies and inspections thereof as Acquiror may reasonably request and privilege or (iii) cause if the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory provision of access to such independent auditordocument (or portion thereof) or information, as reasonably determined by outside counsel, would reasonably be expected to conflict with applicable Laws. In addition, from and after the date hereof until the earlier of the Transferred Companies to furnish Acquiror Closing Date or the termination of this Agreement in accordance with such its terms, Seller shall promptly provide Buyer and its authorized representatives and the Financing Sources via email or shared data site with true and complete copies of all financial and operating data statements, documents and other information with respect reasonably requested by Buyer and available to Seller to the business and properties extent relating to the Group Companies. All of such information shall be treated as confidential information pursuant to the terms of the Transferred Companies applicable Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. To the extent Seller has not made available to Buyer complete and correct copies of any written Contracts (including any Leases) (as Acquiror may from time identified in the Schedules as of the date hereof), Seller shall provide to time reasonably request; provided, however, that Buyer complete and correct copies of such written Contracts (including any such access Leases) within twenty (20) calendar days of the date hereof. Nothing herein shall be conducted at Acquiror's expenseconstrued to require Seller to provide access to any underlying data communicated to Buyer’s consultant, at a reasonable timeXxxx & Company, under Inc., pursuant to the supervision Clean Team Confidentiality Agreement, or any commercially sensitive information exchanged by the parties’ respective legal counsel pursuant to that certain Joint Defense Agreement, dated July 19, 2017, or any personnel information made available to Buyer’s legal counsel pursuant to that certain HR Clean Team Confidentiality Agreement, which limitation of Holdings access obligations shall survive termination of this Agreement. Seller shall deliver or cause to be delivered to Buyer as promptly as practical following the Transferred Companies date hereof (and in such any event not more than three (3) Business Days following the date hereof) five copies of one or more CDs, DVDs or USB flash drives containing copies of all documents (in a manner as readable format) that were uploaded to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties Xxxxxxx data site in connection with the conduct purchase and sale of the Business. (b) From Shares as of 5:00 p.m. Eastern Time on the date of this Agreement immediately preceding the date hereof. Seller shall deliver or cause to be delivered to Buyer as promptly as practical following the Closing (and in any event not more than three (3) Business Day following the Closing) five copies of one or more CDs, Acquiror shallDVDs or USB flash drives containing copies of all documents (in a readable format) that were uploaded for review by Xxxx & Company, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than Inc. in connection with analyzing the transactions contemplated herebypurchase and sale of the Shares as of the Closing.

Access to Information. (a) From During the period from the date of this Agreement continuing until the earlier of the valid termination of this Agreement or the Effective Time, subject to the Closingrequirements of applicable Law, Parent and Holdings the Company shall, and shall cause each of the Transferred Companies its Subsidiaries to, (i) except as set forth in subparagraph (c), give Acquiror and its Merger Sub and their authorized representatives officers, employees, accountants, investment bankers, counsel and other Representatives reasonable access (during regular business hours upon reasonable notice) to all bookssuch employees, recordsoffices, personnel, offices data centers and other facilities at reasonable times and properties to such books, Contracts, commitments and records (including Tax Returns) of the BusinessCompany and its Subsidiaries as Acquiror or Merger Sub may reasonably request and instruct the Company’s (and its Subsidiaries’) independent public accountants to provide access to their work papers and such other information as Acquiror or Merger Sub may reasonably request, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to furnish Acquiror and Acquiror Merger Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business business, properties and properties personnel of the Transferred Companies Company as Acquiror or Merger Sub may from time to time reasonably request, (iii) furnish promptly to Acquiror and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws and (iv) with respect to the matters set forth on Section 6.03(a) of the Disclosure Letter, consult with Acquiror with respect to any decisions of a legal nature related thereto and prior to the Company or its Subsidiaries responding to any request or submitting any documentation in response thereto, provide Acquiror a reasonable opportunity to review any such submission, response or related documentation and provide comments; provided that with respect to this clause (iv), the Company and its Subsidiaries shall not agree to settle or provide any remedy with regard to any such matters without the prior written consent of Acquiror, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to provide such access, inspections, data or other information to the extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person or any Law; provided, however, that in the case of clause (A) and (B), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain any required consents to provide such access access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, data or other information to Acquiror and Merger Sub in compliance with applicable Law, and otherwise the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances. No investigation pursuant to this Section 6.03 or by Acquiror or its Affiliates shall affect or be conducted at Acquiror's expensedeemed to modify any representation, at a reasonable timewarranty, under covenant or other agreement made by the supervision of Holdings Company in this Agreement or the Transferred Companies and in such a manner as to maintain the confidentiality conditions of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Merger Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businessrelated thereto. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other All information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of obtained by Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives Merger Sub pursuant to subsection (a) above this Section 6.03 shall be subject to the terms and conditions provisions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From Between the date of this Agreement to and the Closing, Parent and Holdings shall, and shall cause each earlier of the Transferred Companies toClosing or the termination of this Agreement, Seller shall afford Buyer and its respective officers, employees, accountants, counsel, agents and other representatives, reasonable access during normal business hours upon reasonable prior notice to (i) except as set forth in subparagraph (c)all of the properties, give Acquiror and its authorized representatives reasonable access to all books, recordscontracts, personnel, offices commitments and other facilities and properties records of the BusinessBusiness and the Acquired Assets, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request all Business Employees and (iii) auditor's work papers relating to the Business Financial Statements. (b) Buyer acknowledges and agrees that there shall be no invasive inspection or testing of any Leased Real Property without the prior written consent in each instance of Seller and the lessor of such Leased Real Property, which consent Buyer acknowledges may be withheld in the sole and absolute discretion of such lessor. Buyer further agrees that neither any such lessor nor Seller shall be obligated to consent to any testing of the soil or groundwater, in, on or under any Leased Real Property. Subject to the foregoing and in addition to such other conditions and requirements as may be imposed by the lessor of the Leased Real Property, in connection with any approved entry by Buyer or its agents, consultants, employees or contractors onto the Leased Real Property, Buyer shall notify Seller in writing of its intention or the intention of its agents or representatives to undertake any inspection at least two business days prior to such intended inspection which notice shall include the identity of the company or persons who will perform the inspections and the proposed scope of such inspections. Buyer shall conduct such entry and any inspection in connection therewith so as to minimize any interference with Seller's or Tekelec Japan's operations, and Buyer shall bear the cost of all such inspections. At Seller's option, Seller or Seller's agents may be present for any such inspections. Buyer shall indemnify and hold harmless Seller from and against any liability, claims or expenses (including, without limitation, mechanic's or construction liens and/or reasonable attorneys' fees), damages or injuries arising out of or resulting from the inspection of the Leased Real Property by Buyer or its agents, contractors, consultants or employees, and at the conclusion of its inspections, Buyer shall repair any damage to the Leased Real Property caused by its inspections. In addition, prior to any entry, Buyer will obtain, maintain and provide Seller, or shall cause any consultant, contractor or other person entering the officersLeased Real Property to obtain, independent auditors (subject to Acquiror maintain and Acquiror Sub executing indemnification letters provide Seller, with proof of comprehensive general liability insurance in the amount of at least $2,000,000 combined, single limit coverage, naming Seller and waiver letters the lessor of the Leased Property as additional insureds and with coverages reasonably satisfactory to such independent auditorSeller and the lessor. The foregoing indemnity provision will survive the Closing or any termination of this Agreement. (c) of Between the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality date of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation earlier of the business of Holdings Closing or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date termination of this Agreement Agreement, Buyer shall afford Seller and its officers, employees, accountants, counsel, agents and other representatives, reasonable access during normal business hours upon reasonable prior notice to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings all of the properties, books, contracts, commitments and records of Buyer and its authorized representatives reasonable access to all books, records, personnel, offices subsidiaries and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the all officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror Buyer and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialssubsidiaries. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) From the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror afford Buyer and its authorized representatives Representatives reasonable access to and the right to inspect all booksof the Leased Real Property, recordsproperties, personnelassets, offices premises, Books and Records, Assigned Contracts and other facilities documents and properties of data exclusively related to the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request ; and (iiib) cause the officers, independent auditors (subject to Acquiror furnish Buyer and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror its Representatives with such financial financial, operating and operating other data and other information with respect exclusively related to the business and properties Business as Buyer or any of the Transferred Companies as Acquiror its Representatives may from time to time reasonably request; provided, however, provided that any such access shall be conducted at Acquiror's expense, at a limited to normal business hours upon reasonable timeadvance notice to Seller, under the supervision of Holdings or the Transferred Companies Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (bi) From deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not be deemed to be a condition to Closing, Acquiror shallnor any failure thereof give rise to any breach of any representation, and shall cause Acquiror Sub towarranty, covenant or agreement by Seller (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that or any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"related claim for indemnification), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none Seller shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of Cendantinformation that is competitively sensitive in relation to, Parentor constitutes trade secrets of, HoldingsSeller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Transferred Company Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any of their respective Affiliates suppliers to, or customers of, the Business, and Buyer shall have any obligation no right to make available perform invasive or provide to Acquiror or its representatives a copy subsurface investigations of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings the Leased Real Property. Buyer shall, and shall cause their representatives its Representatives to, keep confidential all abide by the terms of the Confidentiality Agreement with respect to any access or information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebypursuant to this Section 6.02.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent and Holdings Seller shall, and shall cause each of the Transferred Companies to, : (i) except as set forth in subparagraph (c), use its Commercially Reasonable Efforts to give Acquiror Buyer and its authorized representatives Representatives, during ordinary business hours and upon reasonable notice, reasonable access to all books, records, personnelplans, offices and other facilities and properties of included in the Business, Purchased Assets; (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information in the possession of Seller with respect to the business and properties of the Transferred Companies Purchased Assets as Acquiror Buyer may from time to time reasonably request; and (iii) furnish Buyer with all such other information in the possession of Seller as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access inspections and investigations shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Purchased Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply and (D) Seller shall not be required to supply Buyer with any information with respect to the Jointly Owned Stations to which Seller is not entitled pursuant to the terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Jointly Owned Station. (b) From the date of All information furnished to or obtained by Buyer and Buyer's Representatives pursuant to this Agreement to the Closing, Acquiror shall, Section 6.1 shall be Proprietary Information and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access be kept confidential in accordance with the terms of the Confidentiality Agreement. Nothing in this Section 6.1 is intended to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access or shall be conducted at Holdings' expensedeemed to amend, at a reasonable timesupplement or otherwise modify the obligations of Buyer, its Representatives or its Affiliates under the supervision Confidentiality Agreement, all of Acquiror and Acquiror Sub and which remain in effect until termination of such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably agreement in accordance with the operation of the business of Acquiror or Acquiror Subits terms. (c) All information For a period of seven (7) years from and access provided to Acquiror after the Closing Date, each Party and its representatives Representatives shall have reasonable access to all of the books and records of the Purchased Assets in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets or the Excluded Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to subsection (a) above this Section 6.1(c). If the Party in possession of such books and records shall be subject desire to dispose of any books and records upon or prior to the terms expiration of such seven-year period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at such other Party's cost and conditions of the letter agreement (the "Confidentiality Agreement")expense, among Acquiror, Cendant, Parent to segregate and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement remove such books and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsrecords as such other Party may select. (d) Parent and Holdings shallBuyer shall not, and shall cause their representatives toprior to the Closing Date, keep confidential all information provided contact any customer, vendor, supplier or employee of, or any other Person having business dealings with, Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby or by Acquiror and Acquiror Sub. Such information any Additional Agreement, without the prior written consent of Seller, which consent shall not be used by Parent unreasonably withheld or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebydelayed.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent the Sellers will, during ordinary business hours and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice (i) except as set forth in subparagraph (c), give Acquiror the Buyer and its authorized representatives the Buyer Representatives reasonable access to all books, records, personnelplants, offices and other facilities and properties of constituting the Business, Purchased Assets to which the Buyer is not denied access by law; (ii) permit Acquiror the Buyer to make such copies and reasonable inspections thereof as Acquiror the Buyer may reasonably request and request; (iii) cause furnish the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of Purchased Assets as the Transferred Companies as Acquiror Buyer may from time to time reasonably request; (iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by them with respect to the Purchased Assets with the SEC, MDPU, RIPUC, NHPUC, VTPSB, NRC or FERC; provided, however, that (A) any such access investigation shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Purchased Assets, (B) the Sellers shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client privilege and (C) the Sellers need not supply the Buyer with any information which the Sellers are under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (i) the Sellers will only furnish or provide such access to Transferring Employee Records and personnel and medical records as is required by law, legal process or subpoena and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets. (b) From The Buyer and Sellers acknowledge that Buyer is a Representative of U.S. Generating Company under the date terms of the Confidentiality Agreement. All information furnished to or obtained by the Buyer, U.S. Generating Company and the Buyer Representatives pursuant to this Agreement Section 7.2 shall be subject to the Closing, Acquiror shall, provisions of the Confidentiality Agreement and shall cause Acquiror Sub to, be treated as "Proprietary Information" (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause defined in the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror SubConfidentiality Agreement). (c) All information For a period of ten years after the Closing Date, each party and their representatives shall have reasonable access provided to Acquiror all of the books and its representatives records of the Purchased Assets, including all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party or parties to the extent that such access may reasonably be required by such party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to subsection (a) above this Section 7.2(c). If the party or parties in possession of such books and records shall be subject desire to dispose of any such books and records upon or prior to the terms expiration of such ten-year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party's or parties' expense, to segregate and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent remove such books and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company records as such other party or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsparties may select. (d) Parent The Sellers agree to use best efforts to cause XXXX not to release any Person (other than the Buyer) from any confidentiality agreement now existing with respect to the Purchased Assets, or waive or amend any provision thereof. (e) Notwithstanding the terms of the Confidentiality Agreement and Holdings shallSection 7.2(b) above, the parties agree that prior to the Closing the Buyer may reveal or disclose Proprietary Information to any other Persons in connection with financing, and shall cause their representatives torisk management if reasonably necessary, keep confidential all information provided by Acquiror of or with respect to the Purchased Assets, and Acquiror Sub. Such information to such Persons with whom the Buyer expects it may have business dealings regarding the Purchased Assets from and after the Closing Date, and, to the extent that Sellers consent, which consent shall not be used unreasonably withheld, existing and potential customers and suppliers. The parties further agree that clause (c) of the first sentence of the second paragraph of the Confidentiality Agreement is terminated, and of no further force or effect. (f) Except as required by Parent law, unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date the Sellers shall keep (i) all Proprietary Information confidential and not disclose or Holdings reveal any Proprietary Information to any Person other than "Sellers' Representatives" (as defined below) who are actively and directly participating in the transactions contemplated hereby or their representatives who otherwise need to know the Proprietary Information for such purpose and to cause those Persons to observe the terms of this Section 7.2(f) and (ii) not to use Proprietary Information for any purpose other than consistent with the terms of this Agreement. The Sellers shall continue to hold all Proprietary Information according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Sellers shall notify the Buyer of any unauthorized disclosure to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Sellers shall be responsible for any breach of the terms of this Section 7.2(f) by the Sellers or the Sellers' Representatives. After the Closing Date, in connection with analyzing the event that the Sellers are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Proprietary Information, or any other information concerning the Purchased Assets, or the transactions contemplated hereby, the Sellers shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Sellers with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 7.2(f). The Sellers agree not to oppose any action by the Buyer to obtain a protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 7.2(f), the Sellers shall furnish only that portion of the Proprietary Information which the Sellers are advised by counsel is legally required. In any such event the Sellers shall use their reasonable best efforts to ensure that all Proprietary Information and other information that is so disclosed will be accorded confidential treatment. (g) The parties agree that the last sentence of the third paragraph of the Confidentiality Agreement shall not apply with respect to Proprietary Information that is included in the Purchased Assets. (h) The parties agree that the Confidentiality Agreement will terminate, without further act or evidence by the parties, upon consummation of the Closing. (i) The Sellers shall use best efforts to cause XXXX to execute appropriate written evidence of its agreement to the terms of this Section 7.2 insofar as the Confidentiality Agreement is amended or superseded hereby.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) From After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Vontier for specific and identified Information: (i) that (x) relates to Vontier or the Vontier Business, as the case may be, prior to the Effective Time or (y) is necessary for Vontier to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Fortive and/or Vontier are parties, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Vontier has a reasonable need for such originals) in the possession or control of Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vontier; provided that, to the extent any originals are delivered to Vontier pursuant to this Agreement or the Ancillary Agreements, Vontier shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased; provided, further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably requestAgreement; provided, howeverfurther that, in the event that Fortive, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Fortive shall not be conducted obligated to provide such Information requested by Vontier; (ii) that (x) is required by Vontier with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Vontier (including under applicable securities laws) by a Governmental Entity having jurisdiction over Vontier, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Vontier has a reasonable need for such originals) in the possession or control of Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vontier; provided that, to the extent any originals are delivered to Vontier pursuant to this Agreement or the Ancillary Agreements, Vontier shall, at Acquiror's its own expense, at return them to Fortive within a reasonable timetime after the need to retain such originals has ceased; provided, under further that, in the supervision of Holdings event that Fortive, in its sole discretion, determines that any such access or the Transferred Companies and in provision of any such Information would violate any Law or Contract with a manner as third party or waive any Privilege, Fortive shall not be obligated to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take provide such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the FinancingInformation requested by Vontier; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business.or (b) From After the date of this Agreement to the Closing, Acquiror shallEffective Time, and shall cause Acquiror Sub tosubject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Fortive for specific and identified Information: (i) give Holdings that (x) relates to matters prior to the Effective Time, (y) is necessary for Fortive to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Fortive and/or Vontier are parties or (z) is requested by Fortive in connection with its consideration of the timing or manner in which it will effect the Subsequent Disposition or the Remaining Disposition, Vontier shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Fortive has a reasonable need for such originals) in the possession or control of Vontier or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its authorized representatives own expense, return them to Vontier within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Vontier shall not be obligated to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, provide such Information requested by Fortive. (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with that (x) such financial and operating data and is required by Fortive with regard to reasonable compliance with reporting, disclosure, filing or other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and requirements imposed on Fortive (including under applicable securities laws) by a Governmental Entity having jurisdiction over Fortive, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Vontier shall provide, as soon as reasonably practicable following the receipt of such financial data request, appropriate copies of Acquiror as Holdings may from time such Information (or the originals thereof if Fortive has a reasonable need for such originals) in the possession or control of Vontier or any of its Affiliates or Subsidiaries, but only to time reasonably requestthe extent such items so relate and are not already in the possession or control of Fortive; providedprovided that, howeverto the extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, that any such access shall be conducted Fortive shall, at Holdings' its own expense, at return them to Vontier within a reasonable time, under time after the supervision of Acquiror and Acquiror Sub and in need to retain such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Suboriginals has ceased. (c) All Each of Fortive and Vontier shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject this Article VI of their obligation to hold such information confidential in accordance with the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution provisions of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent Without limiting the generality of the foregoing, until the first Vontier fiscal year end occurring during the year in which the Distribution occurs (and Holdings shallfor a reasonable period of time afterwards as required for each of Fortive and Vontier to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), each of Fortive and Vontier shall cause use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their representatives toreview of the quarterly financial statements and audit of the annual financial statements, keep confidential including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws. (e) On the Distribution Date, Vontier shall deliver to Fortive an electronic copy of any and all information provided databases in the possession of any member of the Vontier Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, business or operations of the Vontier Business or as otherwise may be requested by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebyFortive.

Access to Information. (a) From the date of this Agreement Seller agrees that, prior to the Closing, Parent and Holdings shallBuyer will be entitled, and shall cause each of the Transferred Companies tothrough its Representatives, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) investigation of the Transferred Companies properties, businesses, employees and operations of the Business and such examination of the books and records of the Business as it reasonably requests (including for audits of inventory and receivables as may be reasonably required for obtaining financing in connection with the transactions contemplated hereby) and to furnish Acquiror make extracts and copies of such books and records. Any such investigation and examination will be conducted _______________________ * Confidential material redacted and filed separately with such financial the Securities and operating data and other information Exchange Commission. Confidential treatment has been requested with respect to the redacted material. during regular business hours upon reasonable advance notice and properties of the Transferred Companies as Acquiror may from time under reasonable circumstances and will be subject to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, restrictions under the supervision of Holdings or the Transferred Companies applicable Law. Seller and in such a manner as to maintain the confidentiality of this Agreement its Representatives will cooperate with Buyer and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request Buyer’s Representatives in connection with obtaining such investigation and examination, and Buyer and its Representatives will cooperate with Seller and its Representatives, and Buyer and its Representatives will use their reasonable best efforts to minimize any disruption to the Financing; provided that such action does Business. By way of example and not unreasonably interfere limitation of the foregoing, Seller shall cooperate with such officer's duties Buyer in connection with Buyer’s efforts to plan for the conduct integration of the Business. (b) From the date of this Agreement Business to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make extent such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect cooperation would not violate any Antitrust Law. Notwithstanding anything herein to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) contrary, no such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall investigation or examination will be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject permitted to the terms and conditions extent that it would require Seller to disclose information that conflicts with any confidentiality obligations to which Seller is bound or cause a waiver of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitationany applicable privilege. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer will not (i) perform any subsurface investigations of the properties or facilities of Seller without the prior written consent of Seller, which may be withheld for any reason or no reason, or (ii) contact any customers or suppliers of Seller to discuss the transactions contemplated by this Agreement or any employee of Seller (in this Agreementeach case other than as agreed by the Parties), none without the prior consent of CendantSeller, Parentwhich consent shall not be unreasonably withheld, Holdingsconditioned or delayed. (b) Notwithstanding the foregoing, any Transferred Company (i) Buyer shall not have access to (A) personnel records of the Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any of their respective its Affiliates shall have to risk of Liability, (B) any obligation properties of Seller for purposes of conducting any environmental sampling or testing, (C) any information to make available the extent relating to the Excluded Assets, or provide to Acquiror or its representatives a copy (D) any Tax Returns of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, Seller or any of their respective Seller’s Affiliates or predecessorsany work papers related thereto, and (ii) Seller may withhold (A) any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, and (B) any document or information, the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any related materialslegal privilege or work-product privilege (provided that, in the case of this clause (B), Seller shall give notice to Buyer of the fact that such documents or information are being withheld and thereafter Seller shall use commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver). (dc) Parent During the period commencing on the Closing Date and Holdings shallending on the date that is the seventh anniversary of the Closing Date, Buyer will give Seller reasonable access during Buyer’s regular business hours upon reasonable advance notice to books and shall cause their representatives torecords transferred to Buyer solely to the extent necessary for the preparation of financial statements, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent regulatory filings or Holdings Tax Returns of Seller or their representatives for any purpose other than its Affiliates in respect of periods ending on or prior to Closing, or in connection with analyzing any Legal Proceedings. Seller will be entitled, at its sole cost and expense, to make copies of the transactions contemplated herebybooks and records to which it is entitled to access pursuant to this Section 5.2(c).

Access to Information. (a) From During the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies toRestricted Period, (i) except as set forth in subparagraph (c), give Acquiror Seller shall afford Buyer and its officers, authorized employees, accountants, counsel and other authorized representatives reasonable access during normal business hours to all the properties, including Inventory, books, recordsrecords and personnel relating to the Business Assets, personnelas Buyer may reasonably request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation), offices and other facilities and properties of the Business, (ii) permit Acquiror without the prior written consent of Seller, Buyer shall not contact any Business Employee or any suppliers to or customer of Seller or the Business in connection with or pertaining to any subject matter of this Agreement. Notwithstanding the foregoing, during the Restricted Period, Seller shall use commercially reasonable efforts to arrange for Buyer to contact (with a representative of Seller present on all such conference calls, meetings or other interactions) certain agreed upon suppliers and customers of the Business and certain Business Employees to discuss matters pertaining to this Agreement and the transactions contemplated hereby. In the event Seller is unable, after Seller has used its commercially reasonable efforts, to arrange for Buyer to make contact with an agreed upon customer, Buyer may contact such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officersagreed upon customer, independent auditors (subject without further consent from Seller, to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory discuss matters pertaining to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not (subject in all respects to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request restrictions set forth in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessSection 5.9). (b) From During the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub toRestricted Period, (i) give Holdings Buyer shall afford Seller and its officers, authorized employees, accountants, counsel and other authorized representatives reasonable access during normal business hours to all the properties, books, recordsrecords and personnel of Buyer, personnelas Seller may reasonably request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation), offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings without the prior written consent of Buyer, Seller shall not contact any employees or any suppliers to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers or customers of Acquiror and Acquiror Sub Buyer in connection with or pertaining to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality subject matter of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror SubAgreement. (c) All After the Closing Date, Seller and Buyer shall provide to each other and to their respective officers, authorized employees, accountants, counsel and other authorized representatives, upon reasonable request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation), reasonable access for inspection and copying of all the Business Records and any other information existing as of the Closing Date and exclusively relating to the Business Assets or the Transferred Employees (subject to applicable privacy laws), and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, and as otherwise may be necessary or desirable to enable the Party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Entity, including filing any Tax Returns and responding to Tax audits or Tax authority disputes with respect to the Business Assets and the Transferred Employees; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The Party requesting such information or assistance shall reimburse the other Party for all reasonable and necessary out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access provided to Acquiror files, books and its representatives pursuant to subsection (a) above records contemplated by this Section 5.12 shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the terms and conditions Party having custody or control thereof may impose to preserve the confidentiality of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary information contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialstherein. (d) Parent and Holdings shallBuyer shall preserve copies of all Business Contracts for up to seven (7) years after the Closing Date, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives other Business Records for any purpose other than in connection with analyzing up to five (5) years after the transactions contemplated herebyClosing Date.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent Seller will, during ordinary business hours and Holdings shall, and shall cause each of the Transferred Companies toupon reasonable notice, (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Buyer’s Representatives reasonable access to all booksthe Purchased Assets to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other Person (and in the case where consent of another Person is required, records, personnel, offices only on such terms and conditions as may be imposed by such other facilities and properties of the Business, Person); (ii) permit Acquiror Buyer to make such copies and reasonable inspections thereof as Acquiror Buyer may reasonably request and request; (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Purchased Assets as Acquiror Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document primarily relating to the Purchased Assets filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such access shall investigation will be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business Purchased Assets, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Holdings Buyer or Buyer’s Representatives while present on any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessPurchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and (D) Seller need not supply Buyer with any information which Seller is under a contractual or other legal obligation not to supply; provided, however, if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such information and will otherwise use commercially reasonable efforts to obtain a waiver of such obligation and to the extent such waiver is not obtained, take other commercially reasonable efforts to otherwise provide such information or a summary thereof to Buyer. Notwithstanding anything in this Section 7.2 to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct any environmental investigation, sampling or testing at, in, on, or underneath any of the Purchased Assets, including, but not limited to, any visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections. (b) From The Parties hereto will, and will cause their Affiliates and Representatives to, hold in strict confidence and not use or disclose to any other Person any Confidential Information. “Confidential Information” means all information in any form heretofore or hereafter obtained from the other Parties in connection with each Party’s evaluation of the Purchased Assets or the negotiation of this Agreement, whether pertaining to financial condition, results of operations, methods of operation or otherwise, other than information which is in the public domain, or becomes in the public domain after the date hereof, through no violation of this Agreement to or the Confidentiality Agreement. For purposes of this Section 7.2(b), from and after the Closing, Acquiror shallConfidential Information regarding the Purchased Assets shall be considered Confidential Information of the Buyer. Notwithstanding the foregoing, each Party may disclose Confidential Information to the extent that such information is required to be disclosed by Law, in connection with any proceeding by or before a Governmental Entity, including any disclosure, financial or otherwise, required to comply with any SEC rules. In the event that any Party believes any such disclosure is required, such Party will give the other Parties notice thereof as promptly as possible and will cooperate with the other Parties in seeking any protective orders or other relief as the other Parties may determine to be necessary or desirable. In no event will any Party make or permit to be made any disclosure of Confidential Information other than to the extent such Party’s legal counsel has advised in writing is required by Law, and shall cause Acquiror Sub tosuch Party will use its best efforts to assure that any Confidential Information so disclosed is protected from further disclosure to the maximum extent permitted by Law. Notwithstanding the foregoing, Buyer and Parent will be permitted to disclose such information (i) give Holdings to potential debt or equity financing sources, or to advisors in any equity offering or private placement of debt or equity securities, in connection with the Financing; provided that, such financing sources and its authorized representatives reasonable access advisors agree to all books, records, personnel, offices be bound by a customary confidentiality agreement with Parent and other facilities Buyer and properties of Acquiror Sub, (ii) permit Holdings in any offering memorandum or prospectus or other disclosure documents (including periodic disclosure documents), in connection with Financing or otherwise, if, in the reasonable judgment of counsel to make Buyer, such copies disclosure is necessary to comply with applicable Law and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub Seller has a reasonable opportunity to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that review any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and disclosure. If the transactions contemplated hereby are not consummated, the Parties will promptly return to the other Parties all copies of any Confidential Information, including any materials prepared by such Party or its Representatives incorporating or reflecting Confidential Information, and not to interfere unreasonably an officer of each Party will certify in writing compliance by such Party with the operation of the business of Acquiror or Acquiror Subforegoing. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From the date hereof through the Closing Date, upon reasonable notice and subject to any limitations imposed by applicable Law, the Company shall afford to Buyer and its Representatives access, during normal business hours, to all its personnel, properties, books, contracts, commitments and records and all other information concerning its business, assets, personnel and Tax status as Buyer may request; provided that Buyer and its Representatives will not disrupt the operations or activities of this Agreement to the Closing, Parent and Holdings shallCompany, and shall cause each of if applicable Law limits such access, the Transferred Companies toParties will cooperate in good faith to establish an alternative mechanism to provide the information that Buyer desires to obtain in connection with such access. Notwithstanding the foregoing, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties nothing herein will require any employee or Representative of the BusinessCompany Seller, the Company or their respective Affiliates to provide any information regarding the Business of the Company in any other format or otherwise to manipulate or reconfigure any data regarding the Business of the Company, (ii) permit Acquiror nothing herein will require the Company or their Affiliates to make provide Buyer or its Representatives with access to or copies of (A) any information subject to attorney-client or attorney work product privilege or any similar protection, (B) any information the disclosure of which could reasonably be expected to violate any applicable Law or the terms of any Contract or result in the loss of protectable interests in trade secrets (provided that Company Seller will use commercially reasonable efforts to provide such copies information in a manner that does not violate such Law or is in accordance with such Contract), (C) any Tax Returns of Company Seller or any of its Affiliates (other than the Company or to the extent related to the Company) and inspections thereof as Acquiror may reasonably request (D) any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids; and (iii) cause the officersnothing contained herein will permit Buyer to conduct any intrusive or invasive environmental sampling (including any soil, independent auditors sediment and groundwater sampling) without Company Seller’s consent (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory which may be withheld in Company Seller’s sole discretion). All requests for access will be made to such independent auditorRepresentatives of Company Seller as Company Seller will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to Closing, Buyer and Buyer’s Representatives shall not contact or in any other manner communicate with customers (including clients) or suppliers of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of transactions contemplated by this Agreement without Company Seller’s consent (not to the Closingbe unreasonably withheld, Acquiror shall, conditioned or delayed) and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and participation in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror contact or Acquiror Subcommunication. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From Seller shall afford, and shall cause the date Seller Subsidiaries to afford, Purchaser and its accountants, counsel and other representatives reasonable access for the purpose of this Agreement facilitating the Closing and the consummation of the other transactions contemplated hereby, upon reasonable prior notice during normal business hours during the period prior to the Closing, Parent to the personnel, properties, books, Contracts, commitments and Holdings shall, records and shall cause each of the Transferred Companies to, Real Property (iexcluding any confidential personnel records) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access relating to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere disrupt the normal operations of Seller, the Seller Subsidiaries or the Business. Such access excludes any right or permission to disturb surface or subsurface conditions at the Transferred Real Property or to perform any sampling or testing of any Transferred Assets or the soil, subsurface strata, surface water, groundwater, sediments or ambient air at, on, in or under the Transferred Assets (including the Transferred Real Property) (including, for example, the preparation of any Phase II environmental assessments). Notwithstanding the foregoing, Seller and each of the Seller Subsidiaries need not disclose to Purchaser (i) any document or information that is confidential pursuant to, or the disclosure of which would, as determined by Seller’s counsel, be reasonably likely to result in a violation of, Applicable Law or pursuant to the terms of a confidentiality agreement with a third party or (ii) such officer's duties in connection with portions of documents or information relating to matters that are highly sensitive if the conduct exchange of such documents (or portions thereof) or information would, as determined by Seller’s counsel, be reasonably likely to violate any attorney-client privilege of Seller or such Seller Subsidiaries. If any material is withheld by Seller or any Seller Subsidiary pursuant to the immediately preceding sentence, Seller shall inform Purchaser as to the general nature of what is being withheld. Seller and each Seller Subsidiary may redact such portions of its books and records that do not relate to the Transferred Assets, the Assumed Liabilities or the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From If Seller is subject to any claim, action, proceeding, investigation, inquiry, audit, or examination relating to a Mortgage Loan or the date of this Agreement Mortgage Servicing Rights or related Servicing following the applicable Servicing Transfer Date, Purchaser shall reasonably cooperate with Seller and make available to the ClosingSeller, Parent and Holdings shallat Seller’s expense, and shall cause each of the Transferred Companies toall witnesses, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, pertinent records, personneldata, offices documentation, materials and other facilities and properties of information in the BusinessPurchaser’s possession or under the Purchaser’s control relating thereto as is reasonably required by Seller to defend or otherwise handle such claim, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officersaction, independent auditors (proceeding, investigation, inquiry, audit, or examination, but subject to Acquiror Applicable Laws and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror appropriate confidentiality agreements with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessSeller. (b) From the date In connection with any action, claim or proceeding concerning mortgage insurance with respect to any Mortgage Loan by a mortgage insurance provider, Purchaser shall reasonably cooperate with Seller and make available to Seller any communication (including, but not limited to, any request for missing documents, notification of this Agreement to the Closingimpending coverage rescission, Acquiror shallnotification of impending claim denial, claim denials, coverage rescissions, and curtailments), all witnesses, pertinent records, and any materials and information in Purchaser’s possession or control relating thereto as may be reasonably required by Seller to bring or defend such action, claim or proceeding. The cooperation obligations in this Section shall cause Acquiror Sub toinclude the obligation of Purchaser to provide Seller with notice within a reasonable time but no later than fifteen (15) Business Days after Purchaser becomes aware of any such action, claim or proceeding. Seller shall notify Purchaser whether Seller will respond (or not respond) to any such action, claim or proceeding before the earlier of: (i) give Holdings and its authorized representatives reasonable access to all booksninety (90) days after the date Seller receives notice of such action, records, personnel, offices and other facilities and properties of Acquiror Sub, claim or proceeding or (ii) permit Holdings to make the date five (5) Business Days before the due date for such copies and inspections thereof as Holdings may reasonably request and (iii) cause response contained in the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to applicable policy or required by the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; providedapplicable action, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror claim or Acquiror Subproceeding. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above Additionally, Purchaser shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror Seller prompt notice of, and provide documents or its representatives communications evidencing or relating to: (i) any lawsuit, counterclaim or third party claim involving any Mortgage Loan, (ii) any escalated consumer complaint where the allegations or claims, if true, may have a copy of material adverse impact on any consolidatedMortgage Loan, combined (iii) any repurchase claim made by a third party or unitary Tax Return filed the Investor involving any Mortgage Loan, and (iv) any inquiry or examination by Cendant, Parent, Holdings, any regulator or any of their respective Affiliates licensing authority that involves or predecessors, may impact one or any more related materialsMortgage Loans. All such notices should be sent to xx.xxxxxxxxxxx_xxxxxxx@xxxxxxxxxxxxx.xxx. (d) Parent Purchaser shall execute and Holdings shalldeliver all such instruments and take all such action as the Seller may reasonably request from time to time, in order to effectuate the purposes and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing to carry out the transactions contemplated herebyterms of this Agreement.

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent upon reasonable notice, the Sellers shall cause each of their officers, employees, agents, representatives, accountants and Holdings shallcounsel, and shall cause the Acquired Companies and the Subsidiaries and each of the Transferred Companies Acquired Companies’ and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to, : (i) except as set forth in subparagraph (c)afford the officers, give Acquiror employees, agents, accountants, counsel, financing sources and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the BusinessPurchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other facilities, books and records of each Acquired Company and Subsidiary and to those officers, employees, agents, accountants and counsel of any of the Sellers, the Acquired Companies or the Subsidiaries who have knowledge relating to any of the Acquired Companies or the Subsidiaries or their Business and (ii) permit Acquiror furnish to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror employees, agents, accountants, counsel, financing sources and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) representatives of the Transferred Companies to furnish Acquiror with Purchaser such additional financial and operating data and other information with respect (to the business and properties extent in the possession of the Transferred Companies Sellers or any Acquired Company or Subsidiary) regarding the assets, properties, liabilities and goodwill of the Acquired Companies, the Subsidiaries and their Business (or legible copies thereof) as Acquiror the Purchaser may from time to time reasonably request; provided. For the avoidance of doubt, however, to the extent that Sellers determine (after consultation with outside counsel) that disclosure of any such access shall be conducted at Acquiror's expenseinformation is not consistent with recommended antitrust practices, at a reasonable time, Sellers will disclose that information under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation terms of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Antitrust Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendantthe Sellers shall not be required to provide any such access or disclose any such information to the Purchaser or Dycom or any such other person if such disclosure would, Parentin the Sellers’ discretion (after consultation with outside counsel), Holdings(i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws. Nothing contained in this Agreement shall be construed to give to Dycom or the Purchaser, directly or indirectly, any Transferred rights to control or direct the operations of any Acquired Company or Subsidiary prior to the Closing Date. Prior to the Closing Date, the Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the operations of the Acquired Companies and the Subsidiaries. Dycom and the Purchaser hereby agree that they are not authorized to and shall not (and shall not permit any of their Affiliates or any of their respective Affiliates shall have employees, officers, counsel, accountants, consultants, financing sources or other representatives or agents to) contact any obligation to make available competitor, supplier, distributor, or provide to Acquiror or its representatives a copy customer of any consolidated, combined Acquired Company or unitary Tax Return filed by Cendant, Parent, Holdings, Subsidiary with respect to this Agreement or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebyhereby prior to the Closing without the prior written consent of Quanta (not to be unreasonably withheld, conditioned or delayed) and, if Quanta so elects, only in the presence of an agent or representative specified by Quanta.

Access to Information. (a) From the date of this Agreement to the Closing, Parent and Holdings Seller shall, and shall cause each its Subsidiaries to, afford to Purchaser and its Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the procedures established by Seller, during the period prior to the Closing, and solely for purposes of integration planning or otherwise in furtherance of the Transferred Companies toTransaction and the other transactions contemplated by this Agreement, (i) except as set forth in subparagraph (c)to the properties, give Acquiror and its authorized representatives reasonable access to all books, Contracts, records, assets, officers, agents and personnel, offices in each case of Seller and other facilities and properties of the Businessits Subsidiaries, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect related to the business Business and properties of the Transferred Purchased Companies as Acquiror may from time to time reasonably request(and Subsidiaries thereof) that constitute Purchased Assets; provided, however, that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4; (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any Business Employees, if and when all legal requirements to the transfer of such files have been satisfied (provided, that, unless required by Purchaser to satisfy its obligations under Article VI, Seller shall not make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and that Purchaser shall indemnify, defend and hold Seller and its Affiliates (including the other Seller Entities) harmless from any Liabilities arising out of or relating to Purchaser’s and its Affiliates’ use of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Leased Real Property, or any other property of Seller, the other Seller Entities, the Purchased Entities or any of their respective Affiliates. (b) Purchaser agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the operation of the business Business, and none of Holdings Purchaser or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection its Affiliates or Representatives shall communicate with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct any of the Business. (b) From employees of the date Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information (i) where, based on advice of counsel, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws or contractual obligations (it being agreed that, in the event that the restrictions set forth in this clause (i) of this sentence apply, Seller shall inform Purchaser as to the general nature of what is being withheld and shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without violating an obligation of confidentiality to any third party, jeopardizing the attorney-client or other applicable privilege or protection or contravening any Laws or contractual obligations), or (ii) such information concerns the valuation of the Business or the Sale Process. (c) At and after the Closing, Acquiror for a period of five (5) years, Purchaser shall, and shall cause Acquiror Sub its Affiliates to, (i) give Holdings afford Seller, its Affiliates and its authorized representatives their respective Representatives, during normal business hours, upon reasonable notice, access to all the properties, books, Contracts, records, personnelassets, offices officers, agents and other facilities personnel of the Business and properties of Acquiror Sub, the Purchased Companies (iiand Subsidiaries thereof) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings extent that such access may from time to time be reasonably request and (y) such requested by Seller in connection with financial data of Acquiror as Holdings may from time to time reasonably requeststatements, Taxes, reporting obligations or compliance with applicable Laws or other legitimate non-competitive purposes; provided, however, that nothing in this Agreement shall limit any such access shall be conducted at Holdings' expenseof Seller’s or any of its Affiliates’ rights of discovery; provided, at a reasonable timefurther, under the supervision of Acquiror and Acquiror Sub and that Seller agrees to treat any Confidential Business Information made available to Seller by Purchaser pursuant to this Section 5.4(c) in such a manner as to maintain accordance with the confidentiality obligations set forth in Section 5.3(b) for a period of this Agreement and thirty-six (36) months from the transactions contemplated hereby and not date when such information is made available to interfere unreasonably with the operation Seller. Clause (i) of the business final sentence of Acquiror or Acquiror SubSection 5.4(b) shall apply mutatis mutandis to any access provided to Seller and its Affiliates and Representatives pursuant to this Section 5.4(c). (cd) All information At and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and after the Closing, without limitation. Notwithstanding anything for a period of two (2) years, Seller shall, and shall cause its Affiliates to, afford Purchaser, its Affiliates, the Purchased Companies (and Subsidiaries thereof) and their respective Representatives, during normal business hours, upon reasonable notice, access to the contrary contained records of the Seller and its Subsidiaries to the extent that such access may be reasonably requested by Purchaser in connection with any services required to be provided by Seller and its Subsidiaries pursuant to the Transition Services Agreement; provided, however, that Purchaser agrees that any confidential or proprietary information made available to Purchaser by Seller pursuant to this AgreementSection 5.4(d) concerning the Retained Businesses, none of CendantSeller, Parent, Holdings, any Transferred Company the other Seller Entities or any of their respective Affiliates (other than solely with respect to the Business and the Purchased Companies (and Subsidiaries thereof)) shall have any obligation continue to make remain subject to the confidentiality obligations set forth in the proviso to the second sentence of Section 5.3(a) for a period of thirty-six (36) months from the date when such information is made available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsPurchaser. (de) Parent Purchaser agrees to hold all the books and Holdings shallrecords of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and shall cause their representatives tothereafter, keep confidential all information provided by Acquiror if it desires to destroy or dispose of such books and Acquiror Sub. Such information shall records not be used by Parent in accordance with its then current retention policy, to offer first in writing at least thirty (30) days prior to such destruction or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebydisposition to surrender them to Seller.

Access to Information. (a) From During the date of this Agreement to the ClosingInterim Period, Parent and Holdings shallSeller will, and shall will cause each of the Transferred Companies its Affiliates to, (i) except as set forth in subparagraph (c), give Acquiror permit Buyer and its Affiliates and their authorized representatives full access during normal business hours and upon reasonable access notice to all booksthe Acquired Assets and the Biodiesel Business, recordssubject to Seller’s reasonable policies and regulations regarding safety and security, and to Seller’s or its Affiliates’ personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror Buyer and its Affiliates and their authorized representatives to make such copies and inspections thereof as Acquiror they may reasonably request request, including any investigation Buyer deems necessary or appropriate to inspect the environmental condition of the Biodiesel Business or the Acquired Assets, at Buyer’s expense, provided that such environmental investigation shall not include the performance of any surface or subsurface soil or surface or ground water sampling, monitoring, borings, or testing, and (iii) cause the its officers, independent auditors (subject to Acquiror Employees and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies agents to furnish Acquiror Buyer and all such persons with such financial and operating data and other information, including assessments, reports, or other information regarding environmental matters pertaining to the Biodiesel Business or the Acquired Assets and relevant to the continuing operations of the Biodiesel Business or relevant to the transition of ownership and operation of the Biodiesel Business hereunder, that is available with respect to the business Acquired Assets and properties of the Transferred Companies Biodiesel Business as Acquiror they may from time to time reasonably request; provided. After Closing upon written request of Seller, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as if Buyer decides not to maintain the confidentiality of this Agreement and proceed with the transactions contemplated hereby by this Agreement for Cause pursuant to Section 5.5(d), Buyer shall provide Seller, at Seller’s expense, with a copy of all Phase I environmental site assessments, title insurance commitments and not to interfere unreasonably with the operation of the business of Holdings related materials, physical conditional assessments, and surveys prepared or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request received in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct Buyer’s inspections and investigations of the Business. Biodiesel Business or the Acquired Assets. Upon completion of due diligence by the Buyer, but in no event later than December 24, 2012, Buyer will prepare and present to Seller a written due diligence completion statement (b) From the date “Due Diligence Completion Statement”). Buyer will pay the cost of this Agreement to the Closingall surveys, Acquiror shallenvironmental assessments, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices physical condition inspections and other facilities and properties materials obtained by Buyer as part of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information its due diligence with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement Acquired Assets and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror Biodiesel Business. If Buyer discovers any issues or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject objections related to the terms and conditions Biodiesel Business or the Acquired Assets, Buyer shall notify Seller, in writing, of such objections as soon as reasonably possible after the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999discovery thereof. The Confidentiality Agreement shall survive the execution Pages 25 of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.38 Pages

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent and Holdings Seller shall, and shall cause each of the Transferred Companies to, : (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Representatives, during normal business hours and upon reasonable notice, reasonable access to all books, records, personnelplans, offices and other facilities and properties in the possession of Seller included in the Business, Purchased Assets (it being understood that Seller shall have the right to have a Representative present at all times during any such access); (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information in the possession of Seller with respect to the business and properties of the Transferred Companies Purchased Assets as Acquiror Buyer may from time to time reasonably request; and (iii) furnish Buyer with all such other information in the possession of Seller as shall be reasonably necessary to enable Buyer, at its request, to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access or requests shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Purchased Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply, and (D) Seller shall not be required to supply Buyer with any information with respect to the Jointly Owned Stations to which Seller is not entitled pursuant to the terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath the Jointly Owned Stations. (b) From the date of All information furnished to or obtained by Buyer and Buyer's Representatives pursuant to this Agreement to the Closing, Acquiror shall, Section 6.1 shall be Proprietary Information and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access be kept confidential in accordance with the terms of the Confidentiality Agreement. Nothing in this Section 6.1 is intended to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access or shall be conducted at Holdings' expensedeemed to amend, at a reasonable timesupplement or otherwise modify the obligations of Buyer, its Representatives or its Affiliates under the supervision Confidentiality Agreement, all of Acquiror which remain in effect until termination of such agreement in accordance with its terms. Buyer shall be subject to and Acquiror Sub and in such bound by all obligations of Duquesne Power, LP under the Confidentiality Agreement as though Buyer were a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Subparty thereto. (c) All information For a period of seven (7) years from and access provided to Acquiror after the Closing Date, each Party and its representatives Representatives shall have reasonable access during normal business hours to all of the books and records of the Purchased Assets in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the ownership, lease, maintenance or operation of the Purchased Assets or the Excluded Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to subsection (a) above this Section 6.1(c). If the Party in possession of such books and records shall be subject desire to dispose of any books and records upon or prior to the terms expiration of such seven-year period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at such other Party's cost and conditions of the letter agreement (the "Confidentiality Agreement")expense, among Acquiror, Cendant, Parent to segregate and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement remove such books and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsrecords as such other Party may select. (d) Parent and Holdings shallBuyer shall not, and shall cause their representatives toprior to the Closing Date, keep confidential all information provided contact any customer, vendor, supplier of, or director, officer, partner, member or employee of (other than as contemplated by Acquiror and Acquiror Sub. Such information Section 6.10(c)), or any other Person having business dealings with, Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby or by any Additional Agreement, including any Governmental Authority, without the prior written consent of Seller, which shall not be used by Parent unreasonably withheld or Holdings delayed. Other than the NJBPU and PaPUC, Seller shall not, prior to the Closing Date, contact any director, officer, partner, member or their representatives for any purpose employee of (other than in connection as contemplated by Section 6.10(c), or any other Person having business dealings with, Buyer or its Affiliates with analyzing respect to any aspect of the transactions contemplated herebyhereby or by any Additional Agreement, including any Governmental Authority, without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. Without limiting the generality of the foregoing, (i) prior to Closing, Buyer shall not investigate or inquire as to any matter with any Governmental Authority having jurisdiction over any aspect of the Purchased Assets, unless and until the written consent of Seller (not to be unreasonably withheld or delayed) to the making of such investigation or inquiry has been received by Buyer and after consultation with Seller as to the scope and manner of the investigation or inquiry, and (ii) Buyer's right of examination and access pending the Closing with respect to environmental matters relating to the Purchased Assets shall be limited to an examination of existing records and interviews with personnel as authorized in writing by Seller, and in no event shall include physical testing of or collection of samples from the Real Property or the Purchased Assets or contacting staff or officials of any Governmental Authority or any other third party.

Access to Information. (a) From the date of this Agreement If requested by Seller’s Representative, Buyer shall provide to the ClosingSellers’ Representative on a semi-annual basis a written report concerning the status of the Development Product, Parent including any unachieved Milestones. Buyer shall promptly (but no later than five (5) Business Days following the achievement of a Milestone) notify the Sellers’ Representative of the achievement of any Milestone. At the request of the Sellers’ Representative, upon reasonable notice and Holdings shallat a reasonable time and location, the Sellers’ Representative shall be entitled to ask, and have answered, reasonable questions about the status of the Development Product. The Sellers’ Representative covenants and agrees to keep secret and retain in strictest confidence, and shall cause each not furnish, make available or disclose to any third party (other than the Sellers) or use for the Sellers’ Representative’s own benefit or the benefit of the Transferred Companies toany third party, any Confidential Information, unless such information (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access was or becomes available to all books, records, personnel, offices and the public from a source other facilities and properties than the Sellers’ Representative or any Affiliate of the BusinessSellers’ Representative, (ii) permit Acquiror is requested to make be disclosed by a Governmental Authority or required by Applicable Law or legal process (in which case the Sellers’ Representative shall, to the extent reasonably practicable and legally permissible, provide Buyer with advance notice of such copies required or requested disclosure, shall use commercially reasonable efforts (at Buyer’s sole cost and inspections thereof as Acquiror may reasonably expense) to resist such disclosure, and, at the request of Buyer, shall cooperate with Buyer, at Buyer’s sole cost and expense, to limit or prevent such disclosure), or (iii) cause becomes available to the officersSellers’ Representative after the date hereof on a non-confidential basis from a source other than the Group Companies, independent auditors (subject provided, that that such other source is not known by the Sellers’ Representative to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory be bound by a confidentiality agreement with or other obligation of confidentiality to Buyer or any of its Affiliates with respect to such independent auditorinformation. Buyer shall not provide Sellers’ Representative with any material non-public information without first obtaining Sellers’ Representative’s prior written consent that it wishes to receive such material non-public information. Notwithstanding anything herein to the contrary, Sellers’ Representative shall not be permitted to furnish, make available or disclose confidential information received pursuant to this Section 2.8(f) to any Person (other than to the Sellers (but excluding any assignee or transferee of the Transferred Companies any Seller)) reasonably determined by Buyer to furnish Acquiror with such financial and operating data and other information be a competitor of Buyer with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessDevelopment Product. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From During the period commencing on the date of this Agreement to hereof and ending on the ClosingClosing Date, Parent and Holdings upon reasonable notice, the Sellers shall, and shall cause each the Companies to afford to Purchaser, its counsel, accountants and other authorized representatives reasonable access during normal business hours to the properties, management, books and records of Sellers and the Transferred Companies toin order that Purchaser may have the opportunity to make such reasonable investigations as it shall desire to make in connection with the transactions contemplated hereby. Notwithstanding the foregoing, Sellers and the Companies shall not have a duty to provide to Purchaser's officers, employees, counsel, accountants and other representatives any such access or provide any such information if and to the extent (i) a Governmental Authority requires the Companies or any of their Subsidiaries to restrict access to any properties or information, (ii) any applicable Law requires the Companies or their Subsidiaries to restrict access to any properties or information, (iii) counsel to the Companies determine in their reasonable judgment that doing so would result in the disclosure of any trade secrets of third parties or violate any binding obligations to third parties with respect to confidentiality or (iv) counsel to the Companies determines in its reasonable judgment that doing so would compromise or constitute a waiver of any attorney-client or other applicable privilege of the Companies or its Subsidiaries. (b) After of the date hereof, except as set forth in subparagraph Section 5.5(b) of the Disclosure Schedule, without the prior consent of the Sellers (which consent need not be in writing and shall not be unreasonably withheld), Purchaser shall not contact any licensees, employees (except pursuant to Section 5.5(a)) or customers of the Sellers or the Companies in connection with or pertaining to any subject matter of this Agreement. (c)) Without limiting any other obligations provided for herein, give Acquiror in order to facilitate the resolution of any Claims made by or against or incurred by the Sellers relating to the Companies or against or incurred by the Companies for which the Sellers have agreed to indemnify Purchaser, after the Closing, upon reasonable notice, Purchaser shall use all reasonable efforts to (i) afford the officers, employees, authorized agents and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the BusinessSellers reasonable access, during normal business hours, to the offices, properties, books and records of the Companies, (ii) permit Acquiror furnish to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror employees, authorized agents and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) representatives of the Transferred Companies to furnish Acquiror with Sellers such additional financial and operating data and other information with respect to regarding the Companies and their business and properties of operations as the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings Sellers may from time to time reasonably request and (yiii) such financial data of Acquiror as Holdings may from time make available to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain Sellers the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation employees of the business Companies whose assistance, testimony or presence is reasonably requested by the Sellers to assist the Sellers in evaluating or defending such Claims, including the presence of Acquiror such persons as witnesses in hearings or Acquiror Subtrials for such purposes. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to the ClosingArticle X, Parent upon advance reasonable notice, Seller and Holdings shallits officers, directors, employees, agents, representatives, accountants and counsel shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror afford Buyer and its authorized representatives reasonable access to all booksthe offices, recordsproperties, personnel, offices employees and other facilities books and properties records of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably requestAcquired Companies; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable timeduring normal business hours, under the supervision of Holdings or the Transferred Companies Acquired Companies’ personnel and in such a manner as not to maintain interfere with the confidentiality normal operations of the Business. Notwithstanding anything to the contrary in this Agreement Agreement, the Acquired Companies and Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole and absolute discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby and are not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Subconsummated, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and jeopardize any attorney-client or other legal privilege, or (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with contravene any applicable Law (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably requestincluding, but not limited to, any Antitrust Laws), fiduciary duty or agreement; provided, however, that any Seller shall provide prompt notice of such access restriction to Buyer and shall be conducted at Holdings' expenseuse its commercially reasonable efforts to communicate the applicable information in a way that would not jeopardize any attorney-client or other legal privilege or contravene any applicable Law, at whether through establishment of a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror “clean room” or Acquiror Subotherwise. (cb) All information and access Nothing provided to Acquiror and its representatives Buyer pursuant to subsection Section 6.02(a) shall in any way amend or diminish Buyer’s obligations under the non-disclosure agreement between Seller and Buyer dated as of March 31, 2020 (athe “Non-Disclosure Agreement”). Buyer acknowledges and agrees that any information provided to Buyer pursuant to Section 6.02(a) above or otherwise by Seller, the Acquired Companies or any officer, director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Non-Disclosure Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality terms of the Non-Disclosure Agreement are hereby incorporated herein by reference and shall survive continue in full force and effect until the execution of this Closing, at which time such Non-Disclosure Agreement and the obligations of Buyer under this Section 6.02(b) shall terminate; provided, however, that the Non-Disclosure Agreement shall terminate only in respect of that portion of the information furnished to Buyer relating to the Acquired Companies. If this Agreement is, for any reason, terminated prior to the Closing, without limitation. Notwithstanding anything to the contrary contained Non-Disclosure Agreement shall nonetheless continue in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsfull force and effect. (dc) Parent Without limiting the obligations of Seller set forth in Section 6.02(a) and Holdings Section 6.02(b) above, from and after the date hereof, Seller shall, and shall cause their representatives the Acquired Companies to, keep confidential all information provided use commercially reasonable efforts to grant Buyer and its advisors and its potential providers of Debt Financing (and their respective advisors) customary assistance and cooperation that is reasonably requested by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than Buyer in connection with analyzing its Debt Financing including by providing Buyer and potential providers of the transactions contemplated herebyDebt Financing with such documents and information as is reasonably requested by Buyer and its potential providers of Debt Financing to conduct any know-your client process reasonably required in respect of the Acquired Companies; and facilitating the structuring and preparation of a collateral package in connection with the Debt Financing.

Access to Information. From the date hereof until the Closing, Seller shall (a) From the date of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror afford Buyer and its authorized representatives Representatives reasonable access to and the right to inspect all booksof the Leased Real Property, recordsproperties, personnelassets, offices premises, Books and Records, Assigned Contracts and other facilities documents and properties data related to the Business; (b) promptly furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access investigation shall be conducted at Acquiror's expense, at a during normal business hours upon reasonable timeadvance notice to Seller, under the supervision of Holdings or the Transferred Companies Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date Business or any other businesses of Seller. All requests by Xxxxx for access pursuant to this Agreement Section 6.03 shall be submitted or directed exclusively to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and Chief Executive Officer or such other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof individuals as Holdings Seller may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may designate in writing from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion after consultation with legal counsel: (x) jeopardize any attorney-client or other privilege provided, that, to the extent any information is withheld pursuant to any applicable privileges (including the attorney-client privilege) the, Seller will promptly provide Buyer with a privilege log or summary describing with reasonable specificity the topics and general nature of Cendantthe information withheld and why it is being withheld, Parentand shall take such actions as Buyer and Seller shall mutually agree, Holdingsacting in good faith, to allow Buyer (or its Representatives, if applicable) to gain access to such information without losing any Transferred Company privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive, destructive or subsurface investigations of the Leased Real Property or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. other environmental sampling (d) Parent and Holdings such as indoor air sampling). Buyer shall, and shall cause their representatives its Representatives to, keep confidential all abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.03. No investigation by Acquiror and Acquiror Sub. Such information Buyer shall not be used by Parent affect Seller’s representations, warranties, covenants, or Holdings agreements contained herein, or their representatives for any purpose other than in connection with analyzing limit or otherwise affect the transactions contemplated herebyremedies available to Buyer pursuant to this Agreement.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent Seller will, at reasonable times and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice: (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Representatives reasonable access to its managerial personnel and to all books, records, personnelplans, equipment, offices and other facilities and properties of constituting the Business, Purchased Assets; (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Purchased Assets as Acquiror Buyer may from time to time reasonably request, and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, schedule or other document filed by Seller or any of its Affiliates with respect to the Purchased Assets with the SEC, FERC, PaPUC, PaDEP or any other Governmental Authority; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access inspections and investigations shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Purchased Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client privilege, and (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee, nor shall Buyer have the right prior to the Closing to administer to any of Seller's employees any skills, aptitudes, psychological profile, or other employment related test. Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets. (b) From the date of this Agreement to the Closing, Acquiror Each Party shall, and shall use its best efforts to cause Acquiror Sub its Representatives to, (i) give Holdings keep all Proprietary Information of the other Party confidential and not to disclose or reveal any such Proprietary Information to any person other than such Party's Representatives and (ii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of the Parties under this Section 6.2(b) shall be in full force and effect for three (3) years from the date hereof and will survive the termination of this Agreement, the discharge of all other obligations owed by the Parties to each other and the closing of the transactions contemplated by this Agreement. (c) For a period of seven (7) years after the Closing Date (or such longer period as may be required by applicable law or Section 6.8(e)), each Party and its authorized representatives Representatives shall have reasonable access to all booksof the books and records of the Purchased Assets, records, personnel, offices and including all Transferring Employee Records in the possession of the other facilities and properties of Acquiror Sub, (ii) permit Holdings Party to make the extent that such copies and inspections thereof as Holdings access may reasonably request be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any such books and (iii) cause records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information Party with respect to such access pursuant to this Section 6.2(c). If the business Party in possession of such books and properties records shall desire to dispose of Acquiror Sub as Holdings may from time any books and records upon or prior to time reasonably request and the expiration of such seven-year period (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that or any such access shall be conducted longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at Holdings' such other Party's reasonable expense, at a reasonable timeto segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, under the supervision Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing or risk management if reasonably necessary of Acquiror and Acquiror Sub and its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such a manner as Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement Agreement). (e) Upon the other Party's prior written approval (which will not be unreasonably withheld or delayed), either Party may provide Proprietary Information of the other Party to the PaPUC, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Seller's Required Regulatory Approvals, or Buyer Required Regulatory Approvals, respectively, or to comply generally with any relevant law or regulation. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld. (h) Except as required by law, negotiation or legal process, unless otherwise agreed to in writing by the Buyer, which shall not be unreasonably withheld, for a period commencing on the Closing Date and terminating three years after such date the Seller shall keep (i) all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any Person other than its Representatives who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know the Proprietary Information for such purpose and to cause those Persons to observe the terms of this Section 6.2(h) and, (ii) not to interfere unreasonably use Proprietary Information for any purpose other than consistent with the terms of this Agreement. The Seller shall continue to hold all Proprietary Information according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Seller shall notify the Buyer of any unauthorized disclosure to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Seller shall be responsible for any breach of the terms of this Section 6.2(h) by the Seller or its Representatives. After the Closing Date, in the event that the Seller is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Proprietary Information, or any other information concerning the Purchased Assets, or the transactions contemplated hereby, the Seller shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Seller with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 6.2(h). The Seller agrees not to oppose any action by the Buyer to obtain a protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 6.2(h), the Seller shall furnish only that portion of the Proprietary Information which the Seller is advised by counsel is legally required. In any such event the Seller shall use its reasonable best efforts to ensure that all Proprietary Information and other information that is so disclosed will be accorded confidential treatment. (i) Buyer shall be entitled to inspect, in accordance with this Section 6.2(i), all of the Purchased Assets located adjacent to any Point of Interconnection (as defined in the Interconnection Agreement), as shown in Schedule A to the Interconnection Agreement, to verify and/or determine the accuracy of the data, drawings, and records described in such Schedule. The Parties shall cooperate to schedule Buyer's inspection at the Plant so that any interference with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject Plant is minimized, to the terms extent reasonably feasible, and conditions so that Buyer may complete its inspections of the letter agreement Plant within thirty (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent 30) working days of commencement of inspections and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive within two (2) months after the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (dii) Parent and Holdings shallSeller shall provide, or shall cause to be provided, to Buyer, access to the Plant at the times scheduled for the inspections. Seller shall provide qualified engineering, operations, and maintenance personnel to escort Buyer's personnel and to assist Buyer's personnel in conducting the inspections. Seller and Buyer shall cause each bear their representatives toown costs of participating in the inspections. At a mutually convenient time not more than one (1) month after Buyer has completed its inspections, keep confidential the Parties shall meet to discuss whether, as a result of the inspections, it is appropriate to modify Schedule A to the Interconnection Agreement to portray more accurately the Points of Interconnection. Any modification to any portion of Schedule A of the Interconnection Agreement to which the Parties agree shall thereafter be deemed part of Schedule A of the Interconnection Agreement for all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing purposes under the transactions contemplated herebyInterconnection Agreement.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent Seller will, at reasonable times and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice: (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Representatives reasonable access to its managerial personnel and to all books, records, personnelplans, equipment, offices and other facilities and properties of constituting the Business, Purchased Assets; (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Purchased Assets as Acquiror Buyer may from time to time reasonably request, and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, schedule or other document filed by Seller or any of its Affiliates with respect to the Purchased Assets with the SEC, FERC, NJDEP, NJBPU or any other Governmental Authority; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access inspections and investigations shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Purchased Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client privilege, and (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee, nor shall Buyer have the right to administer to any of Seller's employees any skills, aptitudes, psychological profile, or other employment related test. Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath the Purchased Assets. (b) From the date of this Agreement to the Closing, Acquiror Each Party shall, and shall use its best efforts to cause Acquiror Sub its Representatives to, (i) give Holdings keep all Proprietary Information of the other Party confidential and not to disclose or reveal any such Proprietary Information to any person other than such Party's Representatives and (ii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of the Parties under this Section 6.2(b) shall be in full force and effect for three (3) years from the date hereof and will survive the termination of this Agreement, the discharge of all other obligations owed by the Parties to each other and the closing of the transactions contemplated by this Agreement. (c) For a period of seven (7) years after the Closing Date (or such longer period as may be required by applicable law or Section 6.8(f)), each Party and its authorized representatives Representatives shall have reasonable access to all booksof the books and records of the Purchased Assets, records, personnel, offices and including all Transferring Employee Records in the possession of the other facilities and properties of Acquiror Sub, (ii) permit Holdings Party to make the extent that such copies and inspections thereof as Holdings access may reasonably request be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any such books and (iii) cause records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information Party with respect to such access pursuant to this Section 6.2(c). If the business Party in possession of such books and properties records shall desire to dispose of Acquiror Sub as Holdings may from time any books and records upon or prior to time reasonably request and the expiration of such seven-year period (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that or any such access shall be conducted longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at Holdings' such other Party's reasonable expense, at a reasonable timeto segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, under the supervision Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of Acquiror and Acquiror Sub and its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such a manner as Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement Agreement). (e) Upon the other Party's prior written approval (which will not be unreasonably withheld or delayed), either Party may provide Proprietary Information of the other Party to the NJBPU, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Seller's Required Regulatory Approvals, or Buyer Required Regulatory Approvals, respectively, or to comply generally with any relevant law or regulation. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld. (i) Buyer shall be entitled to inspect, in accordance with this Section 6.2(h), all of the Purchased Assets located adjacent to any Point of Interconnection (as defined in the Interconnection Agreement), as shown in Schedule A to the Interconnection Agreement, to verify and/or determine the accuracy of the data, drawings, and not records described in such Schedule. The Parties shall cooperate to interfere unreasonably schedule Buyer's inspection at the Plants so that any interference with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject Plants is minimized, to the terms extent reasonably feasible, and conditions so that Buyer may complete its inspections of the letter agreement Plants within thirty (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent 30) working days of commencement of inspections and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive within two (2) months after the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (dii) Parent and Holdings shallSeller shall provide, or shall cause to be provided, to Buyer, access to the Plants at the times scheduled for the inspections referred to in clause (i) above. Seller shall provide qualified engineering, operations, and maintenance personnel to escort Buyer's personnel and to assist Buyer's personnel in conducting the inspections. Seller and Buyer shall cause each bear their representatives toown costs of participating in the inspections. At a mutually convenient time not more than one (1) month after Buyer has completed its inspections, keep confidential the Parties shall meet to discuss whether, as a result of the inspections, it is appropriate to modify Schedule A to the Interconnection Agreement to portray more accurately the Points of Interconnection. Any modification to any portion of Schedule A of the Interconnection Agreement to which the Parties agree shall thereafter be deemed part of Schedule A of the Interconnection Agreement for all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing purposes under the transactions contemplated herebyInterconnection Agreement.

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent and Holdings Seller shall, and shall cause each of its Controlled Affiliates (including the Transferred Companies Acquired Entity) to, (ia) except as set forth in subparagraph (c), give Acquiror afford Buyer and its authorized representatives Representatives and its Debt Financing Sources reasonable access to and the right to inspect all booksof the real property, properties, assets, premises, books and records, personnel, offices Assigned Contracts and other facilities documents and properties data related to the Business, Acquired Entity, Purchased Assets and Assumed Liabilities; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business, Acquired Entity, Purchased Assets or Assumed Liabilities as Buyer or any of its Representatives and its Debt Financing Sources may reasonably request; and (c) instruct the Representatives of Seller and its Controlled Affiliates (including the Acquired Entity) to cooperate with Buyer in its investigation of the Business, (ii) permit Acquiror to make such copies Acquired Entity, Purchased Assets and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably requestAssumed Liabilities; provided, however, that any such access investigation shall be conducted at Acquiror's expense, at a during normal business hours upon reasonable timeadvance notice to Seller, under the supervision of Holdings or the Transferred Companies Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. Business or any other businesses of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (bx) From jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids; provided, that (i) Seller agrees to, or shall cause its Controlled Affiliates (including the Acquired Entity) to, provide notice to Buyer if any information is being withheld on such basis and (ii) Seller or its Controlled Affiliates (including the Acquired Entity) shall use commercially reasonable efforts to provide any such information in a manner that would not result in the disclosure of privileged information or information that would result in competitive harm or violation of Law or contractual obligations and shall, to the extent legally permissible and reasonably practicable, make appropriate substitute arrangements under the circumstances described in foregoing clauses (x) through (y). Prior to the Closing, Acquiror without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business (other than in the ordinary course of business and unrelated to the transactions contemplated by this Agreement). Buyer shall, and shall cause Acquiror Sub its Representatives to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties abide by the terms of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information Confidentiality Agreement with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitationSection 6.5. Notwithstanding anything to the contrary contained herein, Buyer shall be permitted to disclose Evaluation Material (as defined in this the Confidentiality Agreement) to Buyer’s prospective Debt Financing Sources, none of Cendantsubject to and in accordance with the terms set forth in the Confidentiality Agreement. The parties hereto agree that, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebytransfer or other Processing of Personal Information, each party shall materially comply with its respective obligations under any applicable Privacy Laws.

Access to Information. (a) From Between the date of this Agreement and the Closing Date, upon reasonable notice and at reasonable times, Seller will give Buyer and its Representatives access to personnel, facilities and books and records of the Seller Parties to the Closing, Parent extent relating to the DSD Business and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) will permit Acquiror Buyer to make copies thereof and will cooperate with regard to such copies and inspections thereof as Acquiror it may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to will furnish Acquiror with Buyer such financial and operating data and other information with respect to the business extent relating to the DSD Business, the Purchased Assets and properties of the Transferred Companies as Acquiror Assumed Liabilities which Buyer may from time to time reasonably request; provided, however, that any such . All access hereunder shall be conducted at Acquiror's expenseafforded during normal business hours, at a reasonable time, under the supervision of Holdings or the Transferred Companies and Buyer and its Representatives shall conduct any review and inspection in such a manner as so that the DSD Business’s normal business activities shall not be unduly or unnecessarily disrupted. The foregoing notwithstanding, without first obtaining the prior approval of Seller, neither Buyer nor any of its Representatives shall tour or visit the DSD Business Facilities or contact any of its employees, customers or suppliers, it being understood that any customer contacts by Buyer or any of its Representatives shall, if approved by Seller, include a Representative of Seller. Buyer acknowledges and agrees that Buyer and its Representatives shall not be afforded access to maintain any employee records or other records or information the confidentiality disclosure of which would be prohibited by any Applicable Law. Buyer shall conduct all such inspections, testing and other information gathering described in this Section 6.3(a): (i) at Buyer’s sole cost and expense, and (ii) with a standard of care that would be utilized by a reasonable and prudent person and that Buyer utilizes in the ordinary course of business. Buyer shall not conduct any environmental testing at the Transferred Facilities following execution of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessAgreement. (b) From Any and all information gathered by Buyer as a result of, or in connection with, the date of this Agreement information gathering described in Section 6.3(a) or conducted prior to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement shall be kept strictly confidential and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent revealed to, or Holdings or their representatives for discussed with, any purpose person other than the Representatives of Buyer who agree to comply with the Confidentiality Agreement and the provisions of this Section 6.3(b), except that as of the Closing Date, Buyer and its Representatives shall cease to have any such confidentiality obligation. In the event the Closing is not consummated, such information shall be returned to the Seller or destroyed in connection accordance with analyzing this Agreement and the transactions contemplated herebyConfidentiality Agreement.

Access to Information. (a) From Upon reasonable notice, and subject to applicable law and any applicable contractual restrictions, the date of this Agreement to the Closing, Parent and Holdings Seller shall, and shall cause each the Company to, afford to the officers, employees, accountants, counsel and other representatives of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives Purchaser reasonable access during normal business hours to all booksof the Com pany's offices, recordsfacilities, personnelproperties, offices books and other facilities and properties of records relating to the Business, (ii) permit Acquiror and the Seller shall furnish promptly to make such copies the Purchaser all information concerning the business, properties and inspections thereof personnel of the Business as Acquiror the Purchaser may reasonably request and (iii) cause request. All information provided or made available to, or obtained by, the Pur chaser or any of its officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) employees, accountants, counsel or other representa tives, or by any of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect Purchaser's financing sources (or their respective accountants or counsel) shall be kept confidential pursuant to the business confidentiality agreement dated December 2, 1999 between the Purchaser and properties the Seller (the "Seller Confidentiality Agreement"). Notwithstanding the foregoing, the Purchaser shall not have the right to receive or obtain any information relating to Taxes or Tax Returns of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings Seller or any Transferred of its affiliates, other than information relating solely to the Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businessits subsidiaries. (b) From Upon reasonable notice, and subject to applicable law and any applicable contractual restrictions, the date of this Agreement to the Closing, Acquiror Purchaser shall, and shall cause Acquiror Sub its subsidiar ies to, (i) give Holdings afford to the officers, employees, accountants, counsel and other representa tives of the Seller reasonable access during normal business hours to all of the Purchaser's offices, facilities, properties, books and records, and the Purchaser shall furnish promptly to the Seller all information concerning the business, properties and personnel of the Purchaser and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof subsidiaries as Holdings the Seller may reasonably request and request. All information provided or made available to, or obtained by, the Seller or any of its officers, employees, accountants, counsel or other representatives, or by any of the Seller's financing sources (iiior their respective accountants or counsel) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect shall be kept confidential pursuant to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; providedconfidentiality agreement dated June 19, however2000, that any such access shall be conducted at Holdings' expense, at a reasonable time, under between the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement Seller and the transactions contemplated hereby and not to interfere unreasonably Purchaser (the "Purchaser Confidentiality Agreement" and, together with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (Seller Confidentiality Agreement, the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From In addition to the rights granted by Sections 5.1(b), (c) and (d), and subject to all applicable Laws and the terms of the Transitional Advisory Support Services Agreement and the Interim Operating Agreement, if applicable, between the date of this Agreement to and the Closingearlier of the Closing Date and the Termination Date, Parent and Holdings shallSeller will, and shall will use commercially reasonable efforts to cause each of the Transferred Companies NMC to, during ordinary business hours, upon reasonable notice and subject to compliance with all applicable NRC rules and regulations and other applicable Laws and subject to approval in advance by Seller or the Seller’s Agents (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Buyer’s Representatives reasonable access to all management personnel engaged in the operation of the Point Beach Assets and all books, documents, records, personnelplants, offices and other facilities and properties of constituting the Business, Point Beach Assets; (ii) permit Acquiror Buyer to make such copies and reasonable inspections thereof as Acquiror Buyer may reasonably request and request; (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Point Beach Assets as Acquiror Buyer may from time to time reasonably request; (iv) furnish Buyer a copy of each material report, schedule or other document filed or received by it since the date hereof with respect to the Point Beach Assets with the SEC, FCC, NRC, FERC or any other Governmental Authority having jurisdiction over the Point Beach Assets; provided, however, that (A) any such access investigation shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Point Beach Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client privilege, and (C) Seller need not supply Buyer with any information that Seller is legally prohibited from supplying. Seller will use its commercially reasonable efforts to cause NMC to provide Buyer or Buyer’s Representatives with access to the Transferred Employee Records that it has, but Seller and NMC shall not be required to provide access to other employee records or medical information unless required by Law or specifically authorized by the affected employee. Notwithstanding anything in this Section 5.2 to the contrary, Seller and NMC will only furnish or provide such access to Transferred Employee Records and personnel and medical records as is permitted by Law or required by legal process or subpoena (other than data concerning salaries and benefits, dates of birth, dates of hire and other information used to calculate pension benefits which shall be provided). (b) From the date of Buyer, Buyer’s Parent and Seller acknowledge that all information furnished to or obtained by Buyer or Buyer’s Representatives pursuant to either Section 5.1 or this Agreement Section 5.2 shall be subject to the Closing, Acquiror shall, provisions of the Confidentiality Agreement and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof be treated as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror SubProprietary Information. (c) All information Following the Closing Date and access provided subject to Acquiror all applicable NRC rules and regulations, each Party and its representatives respective Representatives shall have reasonable access to all of the Business Books and Records, including all Transferred Employee Records or other personnel and medical records required to be made available by Law, legal process or subpoena, in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Point Beach Assets or the Excluded Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to subsection (a) above this Section 5.2(c). If the Party in possession of such books and records shall desire to dispose of any such books and records, such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense, to segregate and remove such books and records as such other Party may select. Notwithstanding the foregoing, the right of access to medical records and other confidential employee records shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsall applicable Laws. (d) Each of Buyer and Buyer’s Parent and Holdings shallagrees that, and shall cause their representatives toprior to the Closing Date, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall it will not be used by Parent contact any vendors, suppliers, employees, or Holdings other contracting parties of NMC, Seller or their representatives for Seller’s Affiliates with respect to any purpose other than in connection with analyzing aspect of the Point Beach Assets or the transactions contemplated hereby, without the prior written consent of Seller or NMC, as applicable, which consent of Seller shall not be unreasonably withheld. (e) Subject to the terms of the Interim Operating Agreement, if applicable, upon Buyer’s or Seller’s (as the case may be) prior written consent (which consent shall not be unreasonably withheld), Seller or Buyer (as the case may be) may provide Proprietary Information of the other Party to the SEC, NRC, FERC or any other Governmental Authority having jurisdiction over the Point Beach Assets or any stock exchange, as may be necessary to obtain Seller’s Required Regulatory Approvals or Buyer’s Required Regulatory Approvals, as the case may be. The disclosing Party shall seek confidential treatment for the Proprietary Information provided to any such Governmental Authority and the disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any Governmental Authority any such Proprietary Information. (f) In the event that a Party is requested or required by Governmental Authority to disclose any of the other Party’s Proprietary Information, the Party requested or required to make the disclosure shall provide the other Party with prompt written notice of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with this Section 5.2(f). If, in the absence of a protective order or other remedy or the receipt of a waiver by such other Party, the Party requested or required to make the disclosure is legally compelled to disclose the other Party’s Proprietary Information to any Governmental Authority, the Party requested or required to make the disclosure may, without liability hereunder, disclose to such Governmental Authority only that portion of the other Party’s Proprietary Information which is legally required to be disclosed. (g) The Parties agree that the Confidentiality Agreement shall remain in effect until the Closing Date. Thereafter, the Parties agree that any restrictions contained in the Confidentiality Agreement with respect to Buyer’s disclosure of Proprietary Information shall terminate, other than with respect to the Proprietary Information of Seller that does not relate to the Point Beach Assets. The Parties further agree that after the Closing Date, Seller shall keep confidential all Proprietary Information provided by Buyer or which Seller possesses with respect to the Point Beach Assets, to the extent permitted by Law, and to the same extent and under the same conditions applicable to Buyer’s obligations with respect to Seller’s Proprietary Information as contained in the Confidentiality Agreement between the Parties, but without limitation as to duration.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent the Seller will, during ordinary business hours and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice (i) except as set forth in subparagraph (c), give Acquiror the Buyer and its authorized representatives the Buyer Representatives reasonable access to all books, records, personnelplants, offices and other facilities and properties of constituting the Business, Purchased Assets to which the Buyer is not denied access by law; (ii) permit Acquiror the Buyer to make such copies and reasonable inspections thereof as Acquiror the Buyer may reasonably request and request; (iii) cause furnish the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of Business as the Transferred Companies as Acquiror Buyer may from time to time reasonably request; (iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by the Seller with respect to the Business with the SEC or PUCO; provided, however, that (A) any such access investigation shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as not to maintain interfere unreasonably with the confidentiality operation of the Business, (B) the Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller need not supply the Buyer with any information which the Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (i) the Buyer shall not have access to Transferring Employee Records and personnel and medical records, which in the Seller's good faith judgment is sensitive or the disclosure of which could subject the Seller to risk of liability and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) The Buyer, Parent and Seller acknowledge that each is subject to the Confidentiality Agreement. All information furnished to or obtained by the Buyer or Parent and the Buyer Representatives pursuant to this Section 7.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Evaluation Material for all purposes of the transactions contemplated hereby Confidentiality Agreement. (c) For a period of ten years after the Closing Date, each party and their representatives shall have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be required by such party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of Holdings any party or its affiliates, (B) no party shall be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request attorney-client privilege and (iiiC) cause no party need supply the officers other party with any information which such party is under a legal obligation not to supply. The party exercising this right of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2(c). If the party in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such ten-year period, such party shall, prior to such disposition, give the other party a reasonable opportunity at Holdings' such other party's expense, at a reasonable time, under the supervision of Acquiror to segregate and Acquiror Sub remove such books and in records as such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsother party may select. (d) Parent The Seller agrees to use commercially reasonable efforts not to release any Person (other than the Buyer) from any confidentiality agreement now existing with respect to the Purchased Assets, or waive or amend any provision thereof. (e) Except as required by law or legal process, unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and Holdings shallterminating three years after such date, the Seller shall agree (i) to keep all Evaluation Material relating exclusively to the Business or the Purchased Assets confidential and shall not disclose or reveal any such Evaluation Material to any Person other than Seller's Representatives who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know such Evaluation Material for such purpose and to cause their representatives to, keep confidential all information provided by Acquiror those Persons to observe the terms of this Section 7.2(e) and Acquiror Sub. Such information shall (ii) not be used by Parent to use Evaluation Material relating exclusively to the Business or Holdings or their representatives the Purchased Assets for any purpose other than consistent with the terms of this Agreement or in connection with analyzing its other business operations. The Seller shall continue to hold all Evaluation Material relating exclusively to the Business or the Purchased Assets according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Seller shall notify the Buyer of any unauthorized disclosure of any Evaluation Material relating exclusively to the Business or the Purchased Assets to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Seller shall be responsible for any breach of the terms of this Section 7.2(e) by the Seller or the Seller's Representatives. After the Closing Date, in the event that the Seller is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Evaluation Material relating exclusively to the Business or the Purchased Assets, or any other information concerning the Business or the Purchased Assets, or the transactions contemplated hereby, the Seller shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Seller with respect to taking steps to resist or narrow the scope of such request or legal process (it being understood that any such efforts to seek a protective order or other remedy or to resist or narrow the scope of such request or legal process shall be at the sole cost and expense of the Buyer), or to waive compliance, in whole or in part, with the terms of this Section 7.2(e). The Seller agrees not to oppose any action by the Buyer to obtain any such protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 7.2(e), the Seller shall furnish only that portion of the Evaluation Material relating exclusively to the Business or the Purchased Assets which the Seller is advised by its counsel is legally required. In any such event the Seller shall use its commercially reasonable efforts to ensure that all such Evaluation Material and other information that is so disclosed will be accorded confidential treatment.

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent Sellers will provide Purchaser and Holdings shallits authorized Advisors with reasonable access and upon reasonable advance notice and during regular business hours (so long as consistent with applicable Law and in accordance with the reasonable procedures established by Sellers) to the facilities, books and records (excluding any personnel files) of Sellers, in order for Purchaser and its authorized Advisors to access such information (including any Phase I reports in Sellers’ possession or control) regarding the Acquired Assets and Assumed Liabilities (which shall cause each of include the Transferred Companies toAcquired Real Property, for certainty) as is reasonably necessary in order to consummate the Transactions; provided that (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable such access to all books, records, personnel, offices and other facilities and properties does not unreasonably interfere with the normal operations of the BusinessSellers or any of their Subsidiaries, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and will occur in such a manner as Sellers reasonably determines to maintain be appropriate to protect the confidentiality of this Agreement the Transactions and the transactions contemplated hereby such books and not records, (iii) all requests for access will be directed Seller Broker or such other Person(s) as Sellers may designate in writing from time to interfere unreasonably with the operation of the business of Holdings or any Transferred Company time, (iv) take nothing herein will require Sellers or any of their Subsidiaries to provide access to, or to disclose any information to, Purchaser or any other Person if such actionaccess or disclosure (A) would reasonably cause competitive harm to Sellers or any of their Subsidiaries if the Transactions are not consummated, (B) would waive any legal privilege or (C) would be in violation of applicable Laws (including the HSR Act and Antitrust Laws) or the provisions of any Contract to which Sellers is bound or would violate any fiduciary duty and (v) nothing herein will permit Purchaser or its authorized Advisors to conduct any sampling or testing of environmental media or any other invasive investigation or assessment at any property or facility (including the Acquired Real Property) of Sellers, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businesstype commonly known as a Phase II environmental site assessment. (b) From The information provided pursuant to this Section 6.2 will be used solely for the date purpose of this Agreement to consummating the Closing, Acquiror shallTransactions, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to will be governed by all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The which Confidentiality Agreement shall survive the execution of this Agreement through the first to occur of the Closing and two years following the Closing, without limitation. Notwithstanding date hereof notwithstanding anything to the contrary contained in this Agreementtherein. Purchaser will, none and will cause its Advisors to, abide by the terms of Cendant, Parent, Holdings, the Confidentiality Agreement with respect to such access and any Transferred Company information furnished to Purchaser or any of its Advisors. Sellers make no representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 6.2, and none of Purchaser or its Advisors may rely on the accuracy of any such information. (c) From and after the Closing for a period of three years following the Closing Date (or, if later, the closing of the Bankruptcy Cases), Purchaser will provide Sellers and their respective Affiliates Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the Acquired Documents (including as necessary for the preparation of required Tax filings) for the purpose of reviewing the Acquired Documents. Unless otherwise consented to in writing by Xxxxxxx, Purchaser will not, for a period of three years following the Closing Date, destroy, alter or otherwise dispose of any Acquired Documents without first offering to surrender such Acquired Documents to Sellers or any portion thereof that Purchaser may intend to destroy, alter or dispose of. Purchaser shall provide Sellers with fourteen (14) days prior written notice before disposing of or otherwise destroying any Acquired Documents and Sellers shall have fourteen (14) days after the date set forth on Purchasers notice to remove, collect or otherwise cause to be preserved any obligation to make available or such Acquired Documents. From and after the Closing, Purchaser will, and will cause its employees to, provide to Acquiror or its representatives a copy of any consolidatedSellers with reasonable assistance, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialslocating the Acquired Documents. (d) Parent and Holdings shallPurchaser will not, and shall cause their representatives will not permit any member of the Purchaser Group to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or Holdings other material business relation of any Seller or any of its Affiliates prior to the Closing with respect to any Seller, any of its Subsidiaries, any of their representatives respective businesses or the Transactions, in each case, without the prior written consent of Sellers for any purpose each such contact, other than in connection with analyzing the transactions contemplated herebyordinary course of Purchaser’s business unrelated to the Transactions and without referring to the Transactions and without disclosing any information in breach of the Confidentiality Agreement, but subject in all cases to Section 10.4(c). (e) Sellers shall remove all material Excluded Assets, other than Rolling Stock as set forth in Section 6.13, from each of the Acquired Real Property parcels prior to Closing. Any Excluded Assets (other than Rolling Stock) remaining on the Acquired Real Property fifteen (15) days post-Closing shall be deemed not to be Acquired Assets, but Purchaser (or the Designated Purchaser) shall have the right at its option to (i) take title to such Excluded Assets (provided, however, that Purchaser shall have no liability or obligation by taking title to the Excluded Assets) or (ii) remove and dispose of such Excluded Assets. In no event shall an Excluded Asset left on the Acquired Real Property fifteen (15) days post-Closing be deemed an Acquired Document.

Access to Information. (a) From the date of this Agreement Seller shall, at all times prior to the Closing, Parent afford Buyer and Holdings shallits Representatives access to, and shall cause each of the Transferred Companies toupon reasonable notice during business hours, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the assets, properties, Books and Records and Contracts of Seller relating to the Assets and the Business, including all Business IP, (ii) permit Acquiror to make such copies and inspections thereof all Personnel as Acquiror may reasonably request identified by Buyer, and (iii) cause all other information relating to the officersAssets, independent auditors Personnel, and the Business (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditorrestrictions imposed by applicable Law) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Seller as Acquiror Buyer may from time to time reasonably request; provided, however, that Seller may restrict or otherwise prohibit access to any such access shall be conducted at Acquiror's expenseassets, at a reasonable timeproperties, under the supervision of Holdings Books and Records, Contracts, Business IP, or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement information to the Closing, Acquiror shall, and shall cause Acquiror Sub to, extent that Seller reasonably determines (upon consultation with outside counsel) such information constitutes information (i) give Holdings and its authorized representatives reasonable that any applicable Law or Order requires Seller to restrict or prohibit access to all books, records, personnel, offices and other facilities and properties of Acquiror Subsuch information, (ii) restricting access to which is reasonably necessary for Seller to preserve attorney-client privilege, work product, or other applicable privilege applicable to such documents or information (provided that the parties shall use commercially reasonable efforts to take such reasonable measures as will permit Holdings to make the compliance with such copies and inspections thereof as Holdings may reasonably request and obligations in a manner that avoids any such harm or consequence), or (iii) cause that relates to a threatened or filed Litigation involving Seller, on the officers of Acquiror one hand, and Acquiror Sub Buyer, on the other hand. Seller shall provide to furnish Holdings with (x) such financial Buyer and operating data its accountants, counsel and other information with respect Representatives, copies of internal financial statements relating to the business Assets and properties the Business (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation conducted pursuant to this Section 4.22 or otherwise shall affect or be deemed to qualify, limit, waive, modify, amend or supplement any representation or warranty contained herein or in Seller Disclosure Schedule, the conditions to the obligations of Acquiror Sub as Holdings may from time the parties to time reasonably request consummate the Contemplated Transactions in accordance with the terms and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality provisions of this Agreement and or the transactions contemplated hereby and not to interfere unreasonably with the operation rights of the business Buyer or any Indemnified Party under or arising out of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution a breach of this Agreement and the Closing, without limitationAgreement. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, none of Cendant, Parent, Holdings, any Transferred Company Buyer or any of their its respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings Representatives shall, and shall cause their representatives towithout the prior written consent of Seller, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose make inquiries of Persons (other than the suppliers and customers of the Business in connection relation to the negotiation of replacement Contracts for the Contracts of the Business) having business relationships with analyzing the transactions contemplated herebySeller (including suppliers and customers) regarding Seller or such business relationships.

Access to Information. (ai) From the date of this Agreement Prior to the Closing, Parent subject to the restrictions set forth in the Confidentiality Agreement, and Holdings to the extent permitted by applicable Law, (A) each Seller shall, and shall cause each Company and any Subsidiary and shall use reasonable best efforts to cause each Joint Venture thereof to, permit Buyer, the Financing Sources and their respective representatives after the date of execution of this Agreement to have reasonable access, during regular business hours, to the properties, books and records, including information related to historical agreements and insurance policies of the Transferred Companies toCompanies, (i) except as set forth their Subsidiaries and their Joint Ventures, in subparagraph (c), give Acquiror its possession relating to such Company and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof Subsidiaries as Acquiror Buyer may reasonably request request; provided, that Buyer shall not be entitled to any such access, information or documents for the purposes of conducting any environmental audit or assessment without the prior written consent of such Company and SEACOR Environmental Services and in no event shall Buyer be allowed to conduct any intrusive “Phase II” sampling or investigation, and (iiiB) each Seller shall furnish, cause (or in the officerscase of any Joint Venture, independent auditors (subject use reasonable best efforts to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory cause) to such independent auditor) of the Transferred Companies be furnished, to furnish Acquiror with such Buyer any financial and operating data and other information that is available with respect to the business and properties of the Transferred Companies and their Subsidiaries and Joint Ventures as Acquiror may Buyer shall from time to time reasonably request; provided, however, that any such access . All information provided or obtained pursuant to the foregoing shall be conducted at Acquiror's expense, at a reasonable time, under held by Buyer in accordance with and subject to the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation terms of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing Confidentiality Agreement. Buyer hereby agrees that the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct provisions of the Business. (b) From the date of this Confidentiality Agreement will apply to the Closingany properties, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personneldata, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data documents and other information with respect relating to the business Companies and properties Sellers provided to Buyer or its Affiliates or any of Acquiror Sub as Holdings may from time their respective advisers or employees pursuant to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject prior to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none neither Sellers nor the Companies or their Subsidiaries or Joint Ventures shall be required to disclose any information to Buyer if such disclosure would, in SEACOR Environmental Services’ sole discretion (A) jeopardize any attorney-client or other privilege or (B) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of Cendantthis Agreement. (ii) For a period of three years following the Closing Date or, Parentin the case of Taxes, Holdingsuntil the expiration of the relevant statute of limitations, Sellers shall, or shall cause Sellers’ Affiliates to, upon request by Buyer or a Company or Subsidiary or Joint Venture, promptly provide to Buyer or such Company, Subsidiary or Joint Venture, as applicable, any Transferred historical agreements and insurance policies of the Companies, their Subsidiaries or their Joint Ventures and any Confidential Information that is not in the possession of Buyer or any Company or any Subsidiary or Joint Venture thereof or readily discoverable by Buyer or any Company or any Subsidiary or Joint Venture thereof, but is in the possession or under the control of their respective Affiliates shall have any obligation or available to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, Sellers or any of their respective Affiliates or predecessors, or any related materialsSellers’ Affiliates. (diii) Parent For a period of three years following the Closing Date or, in the case of Taxes, until the expiration of the relevant statute of limitations: (A) The Buyer Group agrees to use commercially reasonable efforts to provide, or cause to be provided, to Holdings, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of the Buyer Group which Holdings reasonably needs (1) to prepare Holdings’ annual and interim financial statements, (2) to comply with reporting, disclosure, filing or other requirements imposed on Holdings shall, (including under applicable securities and shall cause their representatives to, keep confidential all information provided Tax Laws) by Acquiror and Acquiror Sub. Such information shall not be used by Parent or a Governmental Entity having jurisdiction over Holdings or (3) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements. (B) Without limiting the generality of the foregoing, the Buyer Group shall use commercially reasonable efforts to cooperate with Holdings’ information requests to enable (1) Holdings to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and (2) Holdings’ auditors to timely complete their representatives review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable, the audit of Holdings’ internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder. Buyer acknowledges that Holdings is a “large accelerated filer” as defined in Rule 12b-2(b) promulgated under the Securities Exchange Act of 1934, as amended. (C) The Buyer Group agrees to use commercially reasonable efforts to retain all such information in its possession or control in accordance with its ordinary course practices for any purpose other than in connection with analyzing a period of three years following the transactions contemplated herebyClosing Date.

Access to Information. After the Closing, (aat no cost or expense to Buyer other than any de minimis cost or expense or any cost or expense which Sellers agree in writing to reimburse), Buyer shall provide to the officers, employees, agents and representatives of any of the Seller Entities reasonable access to (i) From the date of this Agreement Books and Records with respect to the Communities applicable to the periods prior to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request the Properties and (iii) cause the officersemployees at the Communities, independent auditors (subject for any purpose reasonably deemed necessary or advisable by Sellers to Acquiror prepare any documents required to be filed by Sellers under Applicable Law or to investigate, evaluate and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and defend any claim, charge, audit, litigation or other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably requestproceeding made by any Person or insurance company involving any Seller Entity; provided, however, that (A) such Seller Entities shall provide reasonable prior notice to Buyer; (B) Buyer shall not be required to provide such access during non-business hours; (C) Buyer shall have the right to accompany the officer, employees, agents or representatives of such Seller Entities in providing access to the Books and Records, the Properties or the employees of Buyer (or Buyer’s manager) as provided in this Section 11.7; (D) Buyer shall not be required to provide such access to materials or information to the extent the same (x) are legally privileged or constitute attorney work product, (y) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by Buyer, or (z) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Buyer, (E) such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. Community operations, and (bF) From the date of this Agreement nothing contained herein shall be deemed to impose upon Buyer to maintain any Books and Records other than to the Closingextent required to permit Buyer to comply with its obligations under this Section 11.7. Buyer, Acquiror shallat its cost and expense, shall retain all Books and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information Records with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at Communities for a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject period equal to the terms and conditions applicable statute of limitations for the letter agreement (the "Confidentiality Agreement")matter for which Seller is requesting such access. For greater certainty, among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement this Section 11.7 shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. PREMISES. (a) From Pending the date Closing and while the audit is being prepared pursuant to Section 9(a), Shareholder and Seller shall give to Purchaser, its counsel, accountants, employees and other representatives, full access during normal business hours, to all of this Agreement the Seller's properties, books, contracts, commitments and records; and Shareholder and the Seller authorize Purchaser to talk to the Seller's customers, suppliers and employees about the Seller's business and such employee's job and duties. Shareholder and Seller will also use all reasonable efforts to afford to Purchaser access to the work papers of the Seller's accountants, and Shareholder and Seller shall use all reasonable efforts to furnish Purchaser with all such information concerning Seller and its affairs as Purchaser may reasonably request. Pending Closing and while the audit is being conducted, Shareholder and Seller shall cause Seller's employees, to be reasonably available to Purchaser, its counsel, accountants, employees and other representatives in any investigation undertaken by Purchaser. (b) For a period of two years following the Closing, Parent Seller agrees to afford the Purchaser full access during normal business hours to the books and Holdings shall, and shall cause each records of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access Seller relating to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or at the Locations for any Transferred Company (iv) take such actionproper purpose, including without limitation, providing the reasonable use Purchaser's need to audit certain periods for purposes of appropriate officers as Acquiror SEC Regulations S-X and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shallS-K, and shall cause Acquiror Sub to, (i) give Holdings Seller agrees to use its best efforts to preserve and its authorized representatives reasonable access to all books, maintain such records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All The parties hereto agree that any information and access provided supplied to Acquiror and its representatives pursuant to subsection (a) above the other shall be held in such confidence as the supplying party maintains and agree not to use or disclose such information; provided however, that to the extent that any of such information is (i) published by a third party from a source other than any party hereto, (ii) a matter of public knowledge generally or in the semi-conductor equipment or Device Processing business, (iii) disclosed to any party hereto by a third party, not subject to the terms and conditions of the letter agreement a confidentiality agreement, (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything iv) already known to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation party to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdingswhom the information is supplied, or any of their respective Affiliates or predecessors(v) required by law to be disclosed, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all such information provided by Acquiror and Acquiror Sub. Such information shall need not be used by Parent or Holdings or their representatives for any purpose other than held in connection with analyzing the transactions contemplated herebyconfidence.

Access to Information. (a) From Between the date of this Agreement and the Closing Date, Seller will, subject to the ClosingConfidentiality Agreement, Parent during ordinary business hours and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives reasonable access to all books, records, personnel, plants, offices and other facilities and properties constituting the Auctioned Assets, including for the purpose of observing the operation by Seller of the BusinessAuctioned Assets, (ii) permit Acquiror Buyer to make such copies and reasonable inspections thereof as Acquiror Buyer may reasonably request and request, (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Auctioned Assets as Acquiror Buyer may from time to time reasonably request, (iv) furnish Buyer upon request a copy of each material report, schedule or other document with respect to the Auctioned Assets filed by Seller with, or received by Seller from, any PSC or FERC; provided, however, that (A) any such access activities shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or Auctioned Assets, (B) Seller shall not be required to take any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct which would constitute a waiver of the Businessattorney-client privilege and (C) Seller need not supply Buyer with (1) any information or access which Seller is under a legal obligation not to supply or (2) any information which Seller has previously supplied to Buyer. Notwithstanding anything in this Section 7.2 to the contrary, (i) Seller will not be required to provide such information or access to any employee records other than Transferred Employee Records, (ii) Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, around or underneath the Auctioned Assets and (iii) Seller shall not be required to provide such access or information with respect to any Retained Asset or Retained Liabilities. (b) From and after the date Closing Date, for a period of this Agreement no less than 7 years, Buyer shall retain all Operating Records (whether in electronic form or otherwise) relating to the ClosingAuctioned Assets on or prior to the Closing Date. Buyer also agrees that, Acquiror shallfrom and after the Closing Date, and Seller shall cause Acquiror Sub have the right, upon reasonable request to Buyer, to have access to, (i) give Holdings and its authorized representatives reasonable access to all booksor receive from Buyer copies of, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and any Operating Records or other information with respect in Buyer's possession relating to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror Auctioned Assets on or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject prior to the terms Closing Date and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent required by Seller in order to comply with applicable law. Seller shall reimburse Buyer for its reasonable costs and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than expenses incurred in connection with analyzing the transactions foregoing sentence. If the Buyer shall desire to dispose of any Operating Records or other information contemplated herebyabove, Buyer shall, prior to such disposition, give Seller a reasonable opportunity to segregate and remove such records and information as it may select.

Access to Information. (a) From JAG and the date JAG Stockholders shall afford to the Company and shall cause its independent accountants to afford to the Company, and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all information concerning JAG, as the Company may reasonably request, provided that JAG and the JAG Stockholders shall not be required to disclose any information which either of them is legally required to keep confidential. The Company will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and the Company will cause its consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available, and in the event of termination of this Agreement for any reason the Company shall promptly return, or cause to be returned, to the Closing, Parent disclosing party all documents obtained from JAG and Holdings shallthe JAG Stockholders, and shall cause each any copies made of the Transferred Companies tosuch documents, (i) except as set forth in subparagraph (c), give Acquiror extracts and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businessthereof. (b) From The Company shall afford to JAG and the date JAG Stockholders and shall cause its independent accountants to afford to JAG and the JAG Stockholders, and their accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of the Company's properties, books, contracts, commitments and records and to the audit work papers and other records of the Company's independent accountants. During such period, the Company shall use reasonable efforts to furnish promptly to JAG and the JAG Stockholders such information concerning the Company as JAG and the JAG Stockholders may reasonably request, provided that the Company shall not be required to disclose any information which it is legally required to keep confidential. JAG and the JAG Stockholders will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and JAG and the JAG Stockholders will cause their respective consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available, and in the event of termination of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that for any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement reason JAG and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.JAG

Access to Information. (a) From the date of this Agreement The Purchaser has had access to the Closing, Parent and Holdings shall, and shall cause each has received all of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror information it has deemed necessary to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information an informed investment decision with respect to an acquisition of the Shares. The Purchaser has received copies of the SEC Reports from the Company. Representatives of the Company have been available to Purchaser to discuss the business and properties affairs of the Transferred Companies as Acquiror Company and the SEC Reports with the Purchaser. OTHER AGREEMENTS OF THE PARTIES Transfer Restrictions. The Shares may from time only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to time an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel acceptable by the Company, the form and substance of which opinion and shall be reasonably request; providedsatisfactory to the Company, howeverto the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, that any such access transferee shall agree in writing to be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to bound by the terms of and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary restrictions contained in this Agreement, none of Cendantincluding, Parentwithout limitation, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shallthe transfer restrictions in this Section 4.1, and shall cause their representatives tohave the rights of a Purchaser under this Agreement. The Purchaser agrees to the imprinting, keep confidential all information provided so long as is required by Acquiror and Acquiror Subthis Section 4.1(b), of the following legend on any certificate evidencing Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Such information The Purchaser agrees that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is predicated upon the Company's reliance that the Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. Integration . The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Shares Act) that would be used by Parent integrated with the offer or Holdings sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchasers or their representatives that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any purpose Trading Market such that it would require shareholder approval prior to the closing of such other than in connection with analyzing transaction unless shareholder approval is obtained before the transactions contemplated herebyclosing of such subsequent transaction.

Access to Information. NEOLINK shall afford to SGME and shall cause its independent accountants to afford to SGME, and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all information concerning NEOLINK, as SGME may reasonably request, provided that NEOLINK shall not be required to disclose any information which it is legally required to keep confidential. SGME will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (aand SGME will cause its consultants and advisors also to hold such information in confidence) From until such time as such information otherwise becomes publicly available, and in the date event of termination of this Agreement for any reason SGME shall promptly return, or cause to be returned, to the Closingdisclosing party all documents obtained from NEOLINK, Parent and Holdings shallany copies made of such documents, extracts and copies thereof. SGME shall afford to NEOLINK and the NEOLINK Stockholders and shall cause each of its independent accountants to afford to NEOLINK and the Transferred Companies toNEOLINK Stockholders, (i) except as set forth in subparagraph (c)and their accountants, give Acquiror counsel and its authorized representatives other representatives, reasonable access during normal business hours during the period prior to the Closing to all of SGME's properties, books, recordscontracts, personnel, offices commitments and records and to the audit work papers and other facilities records of SGME's independent accountants. During such period, SGME shall use reasonable efforts to furnish promptly to NEOLINK and properties of the Business, (ii) permit Acquiror to make NEOLINK Stockholders such copies information concerning SGME as NEOLINK and inspections thereof as Acquiror the NEOLINK Stockholders may reasonably request request, provided that SGME shall not be required to disclose any information which it is legally required to keep confidential. NEOLINK and the NEOLINK Stockholders will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (iiiand NEOLINK and the NEOLINK Stockholders will cause their respective consultants and advisors also to hold such information in confidence) cause the officersuntil such time as such information otherwise becomes publicly available, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality event of termination of this Agreement for any reason NEOLINK and the transactions contemplated hereby and not NEOLINK Stockholders shall promptly return, or cause to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such actionbe returned, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shalldisclosing party all documents obtained from SGME, and shall cause Acquiror Sub toany copies made of such documents, (i) give Holdings extracts and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Subthereof. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Acquired Companies by Third Parties that may be in the Acquired Companies’ possession from time to time, from the date of this Agreement to until the Closingearlier of the Effective Time and such time this Agreement is terminated in accordance with Section 8.01, Parent and Holdings the Company shall, and shall cause each its Subsidiaries to, afford to Parent and its Representatives reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the Transferred Companies toAcquired Companies, (i) except as set forth in subparagraph (c)to the Acquired Companies’ respective properties, give Acquiror and its authorized representatives reasonable access to all books, recordsoffices, personnel, offices books and other facilities records, and properties of the Business, (ii) permit Acquiror to make shall furnish Parent or such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Representatives with such existing financial and operating data and other information with respect concerning the affairs of the Acquired Companies as Parent or such Representatives may reasonably request; provided that such review shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, further, that nothing in this Section 6.05 shall require the Acquired Companies to disclose any information to Parent or its Representatives (i) to the business and properties extent related to an Acquisition Proposal, Adverse Recommendation Change, Notice of Superior Proposal Adverse Recommendation Change or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (ii) if such disclosure would, in the reasonable judgment of the Transferred Company, (A) result in a Third Party competitor of the Company receiving information that is commercially sensitive and would cause competitive harm to any Acquired Companies as Acquiror may from time if the Merger is not consummated, (B) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to time reasonably requestwhich any Acquired Company is a party or (C) jeopardize any attorney-client or other legal privilege, work product doctrine or similar protection; provided, however, that any the Company shall use its commercially reasonable efforts to allow for such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and disclosure in such a manner as that does result in the events set out in the preceding clauses (A)-(C). Notwithstanding anything herein to maintain the confidentiality of contrary, the Acquired Companies shall not be required to provide access or make any disclosure to Parent pursuant to this Agreement and Section 6.05 to the transactions contemplated hereby and not extent that such access or information is reasonably pertinent to interfere unreasonably with a litigation where the operation of the business of Holdings Company or any Transferred Company (iv) take such actionof its Affiliates, including without limitation, providing on the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shallone hand, and shall cause Acquiror Sub toParent or any of its Affiliates, (i) give Holdings on the other hand, are adverse parties and its authorized representatives reasonable access to all bookssuch disclosure would prejudice the Company. All information obtained by Parent, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Merger Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above their respective Representatives shall be subject to the terms and conditions Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company hereunder or any condition to the obligations of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of parties under this Agreement and shall not limit or otherwise affect the Closingrights or remedies of the parties. Parent agrees that it will not, without limitationand will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 for any competitive or other purpose unrelated to the consummation of the Transactions. Notwithstanding Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Acquired Companies that may result from requests for access under this Section 6.05 and, notwithstanding anything to the contrary contained in this Agreementherein, none the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Applicable Law or as a result of Cendant, Parent, Holdings, any Transferred Company COVID-19 or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsPandemic Measures. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. From and after the Closing Date, Buyer and Able shall afford to Seller and COMSAT and their authorized accountants, counsel and other designated representatives reasonable access (aincluding using commercially reasonable efforts to give access to persons or firms possessing information) From and duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information relating to pre-Closing operations (collectively, "Information") within Buyer's possession insofar as such access is reasonably required by Seller or COMSAT for the date conduct of this Agreement its business, subject to the Closing, Parent and Holdings shall, and shall cause each appropriate restrictions against disclosure of the Transferred Companies to, (i) except as Confidential Information on terms similar to those set forth in subparagraph (c)the Confidentiality Agreement. Similarly, give Acquiror COMSAT and its Seller shall afford to Buyer and Able and their authorized accountants, counsel and other designated representatives reasonable access (including using commercially reasonable efforts to all booksgive access to persons or firms possessing information) and duplicating rights during normal business hours to Information within COMSAT's or Seller's possession, recordsinsofar as such access is reasonably required by Buyer or Able for the conduct of its business, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror appropriate restrictions against disclosure of confidential information. Information may be requested under this Section for the legitimate business purposes of either party, including without limitation, audit, accounting, claims (including claims for indemnification hereunder), litigation and Acquiror Sub executing indemnification letters tax purposes, as well as for purposes of fulfilling disclosure and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial reporting obligations and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of for performing this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation hereby. Except as otherwise required by law or otherwise agreed in writing, such Party may destroy or otherwise dispose of any of the business of Holdings or Information at any Transferred Company (iv) take such action, including without limitation, providing time after the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct earlier of the Business. tenth anniversary of this Agreement or the time at which such information is at least ten years old, provided that, prior to such destruction or disposal, (a) it shall provide no less than 30 days prior written notice to the other, specifying in reasonable detail the Information proposed to be destroyed or disposed of and (b) From the date if a recipient of this Agreement such notice shall request in writing prior to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make scheduled date for such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, destruction or disposal that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business Information proposed to be destroyed or disposed of Acquiror be delivered to such requesting Party, the Party proposing the destruction or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above disposal shall be subject to promptly arrange for the terms and conditions delivery of such of the letter agreement (Information as was requested at the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive expense of the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsParty requesting such Information. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From After the date of this Agreement to Date and until the Closing, Parent at Buyer’s request and Holdings shallupon reasonable prior notice to Seller, Buyer shall have reasonable access (at Buyer’s sole cost and expense) during Seller’s normal business hours to, and Seller shall cause each its officers and employees to furnish to Buyer, the files of Seller relating to the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Retail Business, (ii) permit Acquiror not constituting Proprietary Information of Seller or its Affiliates. Buyer acknowledges that following the Agreement Date, Seller may have limited resources to make assist Buyer in identifying and obtaining such copies and inspections thereof as Acquiror may reasonably request and (iii) cause additional information. Seller reserves the officers, independent auditors (subject right to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any establish procedures for such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and (including prohibitions on copying) in such a manner as reasonably necessary to maintain the comply with confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings provisions or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided other limitations on disclosure that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Businessare binding on Seller and/or its Affiliates. (b) From On and after the date Closing Date, Buyer shall have access to copies of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings all Contracts (including amendments thereto) in Seller’s possession (including SENY Contracts); and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings credit files, customer files, other non-proprietary or confidential corporate records related to make such copies the Acquired Assets, and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information personnel records with respect to the business Hired Employees subject to obtaining any consents and properties of Acquiror Sub releases with respect thereto or as Holdings may from time to time reasonably request and otherwise required under Applicable Law (y) such financial data of Acquiror as Holdings may from time to time reasonably request“Acquired Records”); provided, howeverthat Seller is permitted to retain SENY documents that are not related to the Retail Business, and such documents are not Acquired Records. Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer all original copies of Contracts in its possession, as well as the Contracts or Acquired Records. Buyer agrees that Seller may retain copies of any such access shall be conducted at Holdings' expense, at a reasonable time, Acquired Records it reasonably needs to fulfill its obligations under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and or the transactions contemplated hereby and not Administration Agreement, or related to interfere unreasonably with its obligations under Applicable Law or the operation winding-down of the business of Acquiror or Acquiror Subits business. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject For a period equal to the terms later of (i) two (2) years following the Closing Date, and conditions (ii) the expiration or termination of the letter agreement (Administration Agreement, Buyer grants to Seller reasonable access to the "Confidentiality books and records of SENY to the extent that such access may be reasonably required by Seller, including access required in order for Seller to meet its obligations regarding access to information under Section 5.2(c) of that certain Stock Purchase Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19as of September 28, 1999. The Confidentiality Agreement shall survive the execution of this Agreement 2001, between Seller and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Niagara Mohawk Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.Inc.

Access to Information. (a) From The Seller shall permit, and shall cause the Selling Subsidiaries and the Acquired Companies to permit, the Buyer and its representatives, after the date of this Agreement to until the Closing, Parent to have reasonable access, during regular business hours and Holdings shallupon reasonable advance notice, and shall cause each of the Transferred Companies to, to (i) except as set forth the Leased Real Property and the Kitchener Facility (in subparagraph (ceach case, subject to the Seller’s right to have its representatives accompany the Buyer’s representatives and subject to other reasonable rules and regulations of the Seller), give Acquiror and its authorized representatives including the right to perform reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request“Phase I” environmental site assessments; provided, however, that the Buyer shall not be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without the Seller’s prior written consent, which consent shall be granted in the Seller’s sole discretion, (ii) the offices, facilities, properties and the financial, accounting and other books and records of the Seller and the Selling Subsidiaries (in each case, relating to the Business) and the Acquired Companies and (iii) the appropriate management personnel of the Seller, the Selling Subsidiaries and the Acquired Companies and the accountants, auditors and agents thereof. The Seller shall provide a copy to the Buyer of all financial, accounting and other books and records of the Seller, the Selling Subsidiaries (in each case related to the Business) and of the Acquired Companies reasonably requested by the Buyer. It is expressly understood by the Parties that, notwithstanding the provisions of this Section 7.2(a), the Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, environmental reviews, the written work plan for which had not been previously approved by the Seller in its sole discretion, or possible waivers of any applicable attorney-client privileges or (ii) in the event the Buyer is in material breach of this Agreement. It is further understood that the Seller shall be under no obligation to grant the Buyer or its representatives any access if such access would, under the circumstances, materially interfere with the Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of the Seller, violate applicable antitrust or similar Laws. With respect to any parties with which the Seller or any Acquired Company has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates the Seller, any Acquired Company, the Business, the Leased Real Property or the Kitchener Facility, the Buyer shall not make any independent inquiry with respect to the Seller, any Acquired Company, the Business, the Leased Real Property or the Kitchener Facility without the Seller’s prior consent and, to the extent the Seller consents thereto, all such inquiries shall be conducted at Acquiror's expense, at a reasonable time, under jointly by the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement Seller and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessBuyer. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives or obtained pursuant to subsection clause (a) above shall be held by the Buyer in accordance with, and subject to the terms of, and conditions of shall constitute “Evaluation Material” under, the letter agreement Confidentiality Agreement, dated April 15, 2009, between the Buyer and the Seller (the "“Confidentiality Agreement"”), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the ClosingParties hereby agree that, without limitation. Notwithstanding notwithstanding anything to the contrary contained in this the Confidentiality Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates the Confidentiality Agreement shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shallsurvive from the date hereof until the Closing, and if the Closing shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing occur the transactions contemplated herebyConfidentiality Agreement will terminate at the Closing.

Access to Information. (a) From Subject to the last sentence of this Section 6.2(a) and to Section 6.10(l), between the date of this Agreement to and the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, Seller will (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives reasonable access to all the books, records, personnelwork papers, representatives, offices and other facilities and properties of the Company and of Seller (to the extent relating to the Covered Business), (ii) permit Acquiror Buyer to make such copies and inspections thereof as Acquiror Buyer may reasonably request and request, (iii) and will cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) officers of the Transferred Companies Company to furnish Acquiror Buyer with such financial and operating operations data and other information with respect to the business Company and properties the Covered Business as Buyer may reasonably request and (iv) and will cause the employees, counsel, financial advisors and other representatives of the Transferred Companies as Acquiror may from time Company and Seller to time reasonably requestcooperate with Buyer in its investigation of the Company and the Covered Business; provided, however, that any such access shall investigation will be conducted at Acquiror's expense, at a reasonable time, during normal business hours under the supervision of Holdings the applicable personnel of Seller or the Transferred Companies its Affiliates and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby by this Agreement in accordance with the Confidentiality Agreement and not to interfere unreasonably with the operation operations of the business of Holdings Company. Notwithstanding the foregoing, Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives will not, prior to the Closing, conduct any environmental assessments, studies, investigations, monitoring, or any Transferred Company (iv) take such actionother inquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Leased Real Property, including without limitationany Phase I environmental site assessment, providing Phase II environmental site assessment, or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment. Further, notwithstanding the reasonable use foregoing, (A) Buyer will not have access to personnel records of appropriate officers as Acquiror the Company relating to individual performance or evaluation records, medical history, or other similar information the disclosure of which is not permitted under applicable Law and Acquiror Sub may reasonably request in connection which could subject Seller or its Affiliates to risk of Liability and (B) Seller shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client or other privilege, contravene any applicable Law after taking into account whether the Buyer is willing to enter into a customary joint defense agreement or similar arrangement, or with obtaining respect to competitively sensitive information, whether a clean-team approach could resolve any issues under applicable Law with disclosing such information. In the Financing; provided event Seller does not provide access or information pursuant to (B) above, Seller will provide notice to the Buyer that such action does information is being withheld and Seller will cause the Company to use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that will not unreasonably interfere with such officer's duties in connection with violate the conduct of the Businessapplicable privilege or applicable Law. (b) From For the avoidance of doubt, Buyer’s access to any information provided to it under Section 6.2(a) shall be subject to Section 5.7. (c) All information furnished or provided by Seller, the Company, or any of their respective Affiliates or representatives to Buyer or its representatives in connection with the transactions contemplated hereby (whether furnished before or after the date of this Agreement Agreement) will be held subject to the Confidentiality Agreement, and Buyer (and its Affiliates) shall at all times comply with all applicable securities Laws in connection with its use of any such information. 42 US 167664346 HB: 4845-7978-5147.2 (d) Following the Closing, Acquiror shall, and shall cause Acquiror Sub to, Buyer agrees to (i) provide reasonable access to the personnel of the Company to Seller and its authorized representatives and (ii) give Holdings Seller and its authorized representatives reasonable access to all the books, records, personnelwork papers, offices and other facilities and properties of Acquiror Subthe Company, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect in each case to the extent necessary for Seller to satisfy any legal, accounting or regulatory obligation or similar reasonable business and properties of Acquiror Sub as Holdings may from time purpose relating to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably requestthe period on or before the Closing Date; provided, however, that any such access shall to the personnel of the Company will be conducted at Holdings' expense, at a reasonable time, during normal business hours under the supervision of Acquiror and Acquiror Sub the applicable personnel of Buyer or its Affiliates and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby by this Agreement in accordance with the Confidentiality Agreement and not to interfere unreasonably with the operation operations of the business of Acquiror Company; provided, further, that Buyer shall not be required to provide or Acquiror Sub. (c) All cause to be provided access to or disclose or cause to be disclosed information and where such access provided or disclosure would jeopardize the attorney-client or other privilege, contravene any applicable Law after taking into account whether the Seller is willing to Acquiror and its representatives enter into a customary joint defense agreement or similar arrangement. In the event Buyer does not provide access or information pursuant to subsection (athe preceding sentence, Buyer will provide notice to the Seller that such information is being withheld and Buyer will use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that will not violate the applicable privilege or applicable Law. For the avoidance of doubt, all information made available to Seller or its authorized representatives under this Section 6.2(d) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"Section 6.12(e), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From Seller and the date Controlling Shareholders shall afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and to prospective lenders, placement agents and other financing sources and each of this Agreement their respective representatives, full access, during normal business hours upon reasonable prior written notice throughout the period prior to the Closing, Parent to their respective properties and Holdings shallfacilities (including all real property and the buildings, structures, fixtures, appurtenances and shall cause each of the Transferred Companies toimprovements erected, (i) except as set forth in subparagraph (cattached or located thereon), give Acquiror and its authorized representatives reasonable access to all books, recordsfinancial information (including working papers and data in the possession of Seller or their respective public accountants), personnelContracts, offices commitments and other facilities records and, during such period, shall furnish promptly such information concerning its businesses, properties and properties personnel of the Business, (ii) permit Acquiror to make such copies and inspections thereof Seller as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time Purchaser shall reasonably request; provided, however, that any such access investigation shall be conducted at Acquiror's expensenot unreasonably disrupt Seller’s operations. Seller shall deliver to Purchaser the Seller’s Disclosure Schedules Letter, at a reasonable timein the form attached hereto as Exhibit G, under on or before ten (10) Business Days prior to the supervision of Holdings or Closing Date. Prior to the Transferred Companies Closing, Seller and in such a manner the Controlling Shareholders shall generally keep Purchaser informed as to maintain all material matters involving the confidentiality operations and businesses of this Agreement Seller. Seller and the Controlling Shareholders shall authorize and direct the appropriate directors, managers and employees of Seller to discuss matters involving the operations and business of the Seller with representatives of Purchaser. Purchaser may, within the presence of Seller or one of the Controlling Shareholders, contact any of Seller’s customers, key employees, suppliers and any third parties conducting business with the Seller. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby and not to interfere unreasonably with the operation shall be “Confidential Information” for purposes of the business Confidentiality Agreement dated August 23, 2011 between Purchaser and Seller (the “Confidentiality Agreement”), the terms of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request which shall continue in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to force until the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreementforegoing, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information Seller shall not be used required to disclose any information if such disclosure, in the opinion of counsel for Seller, would contravene any applicable Law. No information provided to or obtained by Parent Purchaser pursuant to this Section 7.1 shall limit or Holdings otherwise affect the remedies available hereunder to Purchaser (including, but not limited to, Purchaser’s right to seek indemnification pursuant to Article X), or their representatives for any purpose other than in connection with analyzing the transactions contemplated herebyrepresentations or warranties of, or the conditions to the obligations of, the parties hereto.

Access to Information. (a) From the date of this Agreement to hereof until the Closing, Parent and Holdings Seller shall, and shall cause each for the purpose of enabling Buyer to conduct the Transferred Companies toPost-Signing Due Diligence, (ia) except as set forth in subparagraph (c), give Acquiror afford Buyer and its authorized representatives Representatives reasonable access to and the reasonable right to inspect, upon reasonable notice and during Seller’s normal business hours, all booksof the Real Property, recordsproperties, personnelassets, offices premises, Books and Records, Contracts and other facilities documents and properties data related to the Business, subject where applicable to the terms of the Site Access and Indemnification Agreement dated as of June 7, 2018 between Seller and Buyer as the same may be amended or supplemented from time to time; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. Without limiting the foregoing, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officersSeller shall, independent auditors (subject to Acquiror receipt of all required approvals of Governmental Authorities, permit Buyer and Acquiror Sub executing indemnification letters and waiver letters satisfactory its Representatives to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information conduct Post-Signing Due Diligence with respect to the business and properties environmental condition of the Transferred Companies as Acquiror may Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater, or surface or subsurface land on, at, in, under or from time the Real Property. Any investigation pursuant to time reasonably request; provided, however, that any such access this Section 6.02(a) shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessBusiness or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. (b) From the date of this Agreement to hereof until the Closing, Acquiror Buyer shall, and shall cause Acquiror Sub tofor the purpose of enabling Seller to conduct the Additional Seller Due Diligence, (ia) give Holdings furnish Seller and its authorized representatives reasonable access to all booksRepresentatives with such financial, records, personnel, offices operating and other facilities data and properties information related to the assets and business of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof Buyer as Holdings Seller or any of its Representatives may reasonably request for purposes of reviewing and evaluating Buyer’s financial condition, the financial risks of the transactions contemplated by this Agreement, and the proposed Debt Financing; and (iiic) cause instruct the officers Representatives of Acquiror and Acquiror Sub Buyer to furnish Holdings cooperate with (x) such financial and operating data and other information Seller in its due diligence investigation with respect to the business and properties of Acquiror Sub as Holdings may from time Buyer. Any investigation pursuant to time reasonably request and (ythis Section 6.02(b) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation conduct of any businesses of Buyer. Except as provided in Section 6.22 and Section 8.07(a), no investigation by Seller or other information received by Seller shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Buyer in this Agreement. Asset Purchase and Sale Agreement, between the business Municipality of Acquiror or Acquiror Sub.Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 (c) All At the earliest practicable time, Seller shall use commercially reasonable efforts to provide Buyer with the information noted on the Exhibit of Additional Buyer Due Diligence and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsreasonable follow-up requests with respect thereto. (d) Parent Prior to receipt of RCA Approval, the parties shall take initial steps to assess necessary integration planning, including those set forth on Section 6.02(c)(i) of the Disclosure Schedules. Following receipt of RCA Approval, the parties shall work together to coordinate and Holdings finalize integration planning so as to enable Buyer to operate the Purchased Assets on the Closing Date, including taking the actions set forth on Section 6.02(c)(ii) of the Disclosure Schedules. In connection with such integration planning, Seller and Buyer shall, to the extent appropriate, develop a plan for the transition of customers of the Business to Buyer in accordance with a plan intended to mitigate to the extent reasonably possible any impact or cost to Seller’s customers and shall cause their representatives tocomply with all RCA requirements, keep confidential all information provided by Acquiror including coordination of timing of initial notification of customers, inclusion of materials in Seller’s pre-Closing invoices relating to customer cut-over process, customer data conversion process, and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose sharing of meter and other than in connection with analyzing the transactions contemplated herebytechnical information.

Access to Information. For a period of five (5) years from and after the Closing Date, the Seller shall hold, and shall use its reasonable best efforts to cause its Representatives to hold, in confidence any and all information, whether written or oral, concerning the Purchased Assets and the Current Customers, as such information relates to the Evolution Accounts (collectively, “Confidential Information”), except to the extent that such information (a) From is generally available to or known by the date public other than through a disclosure by Seller, any of its Affiliates or its Representatives in violation of this Agreement; or (b) is lawfully acquired by Seller, any of its Affiliates or its Representatives from and after the Closing from sources which, at the time of disclosure, are not known by the Seller to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation. The Seller confirms that its Representatives with knowledge of this Agreement to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not by this Agreement have been advised that United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company on the basis of such information or from communicating such information to interfere unreasonably any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities. If the Seller or any of its Affiliates or its Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Seller shall promptly notify Buyer in writing so that the Buyer may seek a protective order and/or waive the Seller’s or its Representatives compliance with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shallprovisions hereof, and the Seller shall cause Acquiror Sub to, (i) give Holdings and disclose only that portion of such information which the Seller is advised by its authorized representatives reasonable access counsel is legally required to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitationdisclosed. Notwithstanding anything in this paragraph to the contrary contained contrary, the Seller and its Affiliates and Representatives may disclose Confidential Information without prior notice to the Buyer to the extent required in this Agreement, none the course of Cendant, Parent, Holdings, any Transferred Company inspections or inquiries by federal or state regulatory agencies that regulate the Seller or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materialsthe Seller’s Affiliates’ operations. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From During the date of this Agreement to the ClosingPre-Closing Period, Parent and Holdings Sellers shall, and shall cause each of the Transferred Acquired Companies to, use commercially reasonable efforts to provide Buyer and its Representatives with reasonable access to (i) except as set forth in subparagraph (c), give Acquiror and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the BusinessAcquired Companies’ properties, assets, books and records, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request all senior management of the Acquired Companies and (iii) cause any other information relating solely to the officersbusiness, independent auditors (subject to Acquiror properties, assets, books and Acquiror Sub executing indemnification letters records and waiver letters satisfactory to such independent auditor) personnel of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Acquired Companies as Acquiror Buyer or any of its Representatives may from time to time reasonably request; provided, however, that any such . All access and investigation pursuant to this Section 5.2(a) shall be (A) conducted at Acquiror's expenseduring normal business hours upon reasonable advance notice to Sellers, at a reasonable time, under the supervision of Holdings or the Transferred Companies and (B) conducted in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation normal operations of the business Acquired Companies, (C) coordinated through the Company’s chief executive officer or designee thereof and (D) conducted at Buyer’s sole cost and expense, and Sellers shall have the right to have one or more of Holdings their Representatives present at all times during any visits, examinations, discussions or any Transferred Company (iv) take such actioncontacts contemplated by this Section 5.2(a). During the Pre-Closing Period, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror Sellers shall, and shall cause Acquiror Sub the Acquired Companies to, (i) give Holdings and use commercially reasonable efforts to cause its authorized representatives reasonable access to all booksemployees, recordscounsel, personnelfinancial advisors, offices auditors and other facilities and properties of Acquiror Sub, (ii) permit Holdings authorized Representatives to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings cooperate with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and Buyer in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation its investigation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitationAcquired Companies. Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, neither Sellers nor any Acquired Company shall be required to provide access or disclose information where such access or disclosure would, in this AgreementSellers’ reasonable judgment, none (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of Cendant, Parent, Holdings, Sellers or any Transferred Acquired Company or (2)(x) conflict with any Law or Order applicable to Sellers or any Acquired Company or the assets, or operation of the business, of Sellers or any Acquired Company or (y) materially breach any Contract (with respect to the obligations placed therein on the applicable Acquired Company) to which an Acquired Company is party or by which any of their respective Affiliates the Acquired Companies’ assets or properties are bound; provided, however, that, in such instances, Sellers shall have any obligation inform Buyer of the general nature of the information being withheld and, upon Buyer’s request and at Buyer’s sole cost and expense, reasonably cooperate with Buyer to make available provide such information, in whole or provide to Acquiror or its representatives in part, in a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or manner that would not result in any of their respective Affiliates the outcomes described in the foregoing clauses (1) or predecessors(2). Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, without the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or any related materials. delayed), (dx) Parent and Holdings shallBuyer shall not, and shall cause their representatives its Affiliates and its Representatives not to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent contact any vendor, supplier or Holdings customer of an Acquired Company regarding the business, operations, or their representatives for any purpose other than in connection with analyzing prospects of the Acquired Companies or this Agreement or the transactions contemplated hereby, and (y) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of any Acquired Company. (b) Buyer will hold any information obtained pursuant to Section 5.2(a) in confidence in accordance with the Confidentiality Agreement.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent Seller will, during ordinary business hours and Holdings shall, and shall cause each of the Transferred Companies toupon reasonable notice, (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Buyer’s Representatives reasonable access to all the properties, contracts, books, records, personnel, offices records and other facilities and properties personnel of each of the BusinessAcquired Entities to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other Person (and in the case where consent of another Person is required, only on such terms and conditions as may be imposed by such other Person); (ii) permit Acquiror Buyer to make such copies and reasonable inspections thereof as Acquiror Buyer may reasonably request and request; (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Business as Acquiror Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document filed by any Acquired Entity with, or received by any Acquired Entity from, any Governmental Entity; provided, however, that (A) any such access shall investigation will be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings Business or any Transferred Company other Person, (ivB) Buyer will indemnify and hold harmless Seller and each of the Acquired Entities from and against any Losses caused to Seller and/or any of the Acquired Entities by any action of Buyer or Buyer’s Representatives while present on any of the premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) neither Seller nor any of its Affiliates will be required to take any action which would constitute a waiver of the attorney-client privilege, and (D) neither Seller nor any of the Acquired Entities need supply Buyer with any information which Seller is under a contractual or other legal obligation not to supply; provided, however, if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such actioninformation. Notwithstanding anything in this Section 7.2 to the contrary, including without limitation(x) Buyer will not have access to personnel and medical records if such access could, providing in Seller’s good faith judgment, subject Seller or any of its Affiliates to risk of liability or otherwise violate the reasonable use Health Insurance Portability and Accountability Act of appropriate officers as Acquiror 1996, and Acquiror Sub may reasonably request (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in connection with obtaining the Financing; provided that such action does scope of “Phase 1” level environmental inspections, and Buyer will not unreasonably interfere with such officer's duties have the right to perform or conduct any other sampling or testing at, in, on, or underneath any premises used in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, Unless and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and until the transactions contemplated hereby have been consummated, Buyer will, and will cause Buyer’s Representatives to, hold in strict confidence and not use or disclose to interfere unreasonably any other Person all Confidential Information. “Confidential Information” means all information in any form heretofore or hereafter obtained from Seller, Seller’s Representatives or Seller’s Affiliates in connection with the operation Buyer’s evaluation of the business Business or the negotiation of Acquiror this Agreement, whether pertaining to financial condition, results of operations, methods of operation or Acquiror Sub. (c) All otherwise, other than information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to which is in the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution public domain through no violation of this Agreement and or the Closing, without limitationConfidentiality Agreement by Buyer. Notwithstanding anything the foregoing, Buyer may disclose Confidential Information to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company extent that such information is required to be disclosed by Buyer or any of their respective Affiliates shall have any obligation to make available Buyer’s Representatives by Law or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing any proceeding by or before a Governmental Entity, including any disclosure, financial or otherwise, required to comply with any SEC rules. In the event that Buyer believes any such disclosure is required, Buyer will give Seller notice thereof as promptly as possible and will cooperate with Seller in seeking any protective orders or other relief as Seller may determine to be necessary or desirable. In no event will Buyer make any disclosure of Confidential Information other than to the extent Buyer’s legal counsel has advised in writing is required by Law, and Buyer will use its best efforts to assure that any Confidential Information so disclosed is protected from further disclosure to the maximum extent permitted by Law. If the transactions contemplated herebyhereby are not consummated, Buyer will promptly return to Seller all copies of any Confidential Information, including any materials prepared by Buyer or Buyer’s Representatives incorporating or reflecting Confidential Information, and an officer of Buyer shall certify in writing compliance by Buyer with the foregoing.

Access to Information. (a) From Between the date of this Agreement to and the ClosingClosing Date, Parent Seller will, at reasonable times and Holdings shall, and shall cause each of the Transferred Companies to, upon reasonable notice: (i) except as set forth in subparagraph (c), give Acquiror Buyer and its authorized representatives Representatives reasonable access to its and York Haven's managerial personnel and to all books, records, personnelplans, equipment, offices and other facilities and properties of constituting the Business, Purchased Assets; (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror Buyer with such financial and operating data and other information with respect to the business and properties of the Transferred Companies Purchased Assets as Acquiror Buyer may from time to time reasonably request, and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, schedule or other document filed by Seller, York Haven or any of its Affiliates with respect to the Purchased Assets with the SEC, FERC, PaPUC, PaDEP, or any other Governmental Authority; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such access inspections and investigations shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of Holdings the attorney-client privilege, and (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee, nor shall Buyer have the right to administer to any Transferred Company (iv) take such actionof Seller's employees any skills, aptitudes, psychological profile, or other employment related test. Seller agrees to provide Buyer with copies of all documents and reports, including without limitationlimitation testing reports, providing provided to or received from Siemens Power Corporation under the reasonable use Siemens' Agreement with respect to the testing and commissioning of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining Portland Unit 5. Buyer shall not have the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with right to perform or conduct any environmental sampling or testing at, in, on, or underneath the conduct of the BusinessPurchased Assets. (b) From the date of this Agreement to the Closing, Acquiror Each Party shall, and shall use its best efforts to cause Acquiror Sub its Representatives to, (i) give Holdings keep all Proprietary Information of the other Party confidential and not to disclose or reveal any such Proprietary Information to any person other than such Party's Representatives and (ii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of the Parties under this Section 6.2(b) shall be in full force and effect for three (3) years from the date hereof and will survive the termination of this Agreement, the discharge of all other obligations owed by the Parties to each other and the closing of the transactions contemplated by this Agreement. (c) For a period of seven (7) years after the Closing Date (or such longer period as may be required by applicable law or Section 6.8(g)), each Party and its authorized representatives Representatives shall have reasonable access to all booksof the books and records of the Purchased Assets, records, personnel, offices and including all Transferring Employee Records in the possession of the other facilities and properties of Acquiror Sub, (ii) permit Holdings Party to make the extent that such copies and inspections thereof as Holdings access may reasonably request be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any such books and (iii) cause records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information Party with respect to such access pursuant to this Section 6.2(c). If the business Party in possession of such books and properties records shall desire to dispose of Acquiror Sub as Holdings may from time any books and records upon or prior to time reasonably request and the expiration of such seven-year period (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that or any such access shall be conducted longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at Holdings' such other Party's reasonable expense, at a reasonable timeto segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, under the supervision Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of Acquiror and Acquiror Sub and its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such a manner as Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror SubAgreement). (ce) All information and access provided to Acquiror and its representatives pursuant to subsection Upon the other Party's prior written approval (a) above shall which will not be subject unreasonably withheld or delayed), either Party may provide Proprietary Information of the other Party to the terms and conditions of PaPUC, the letter agreement (SEC, the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company FERC or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, other Governmental Authority with jurisdiction or any of their respective Affiliates or predecessorsstock exchange, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives as may be necessary to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From Seller shall afford Purchaser and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to (i) the Acquired Assets and (ii) such other information concerning the CRM Division and the CRM Products as Purchaser may reasonably request. (b) Subject to compliance with applicable Law, from the date hereof until Closing, Seller shall confer on a regular basis with one or more representatives of Purchaser to report operational matters of materiality and the general status of ongoing operations. (c) Seller shall give prompt notice to Purchaser upon learning of (a) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at the date hereof or at the Closing or (ii) any condition set forth in Article VII to be unsatisfied at the Closing Date (except to the extent it refers to a specific date) and (b) any material failure of Seller, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (d) Seller may from time to time prior to or on the Closing Date by notice in accordance with this Agreement supplement or amend the Seller Disclosure Schedule to (i) correct any matter that would otherwise constitute a breach of any representation, warranty or covenant contained in this Agreement. If such a supplement to or amendment of the Seller Disclosure Schedule materially and adversely affects the benefits to be obtained by Purchaser under this Agreement, then Purchaser shall have the right to terminate this Agreement, but such right of termination shall be Purchaser’s sole remedy relating to matters set forth in amendments or supplements to the Seller Disclosure Schedule unless the existence of such matters were known to Seller prior to the execution hereof and Seller willfully failed to include such matters in the Seller Disclosure Schedule, in which event Purchaser shall be entitled to recover its actual out of pocket expenses incurred during the period commencing on the execution date hereof and ending on the effective date of termination of this Agreement. Notwithstanding any other provision of this Agreement to the Closingcontrary, Parent the Seller Disclosure Schedule and Holdings shall, the representations and warranties made by Seller shall cause each be deemed for all purposes to include and reflect such supplements and amendments as of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror date hereof and its authorized representatives reasonable access to at all books, records, personnel, offices and other facilities and properties of the Business, (ii) permit Acquiror to make such copies and inspections thereof as Acquiror may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such actiontimes hereafter, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the BusinessClosing Date. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expense, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information shall not be used by Parent or Holdings or their representatives for any purpose other than in connection with analyzing the transactions contemplated hereby.

Access to Information. (a) From the date of this Agreement ECC and Seller agree that Seller will make available to the Closing, Parent and Holdings shall, and shall cause each of the Transferred Companies to, (i) except as set forth in subparagraph (c), give Acquiror Purchaser and its authorized representatives reasonable access during normal business hours throughout the period prior to the Closing Date all such information concerning the affairs of Seller, including all properties, books, records, personnel, offices accounts and other facilities documents, for their inspection and properties review and such access to Seller’s officers and employees, and agents and representatives of the BusinessSeller, (ii) permit Acquiror to make such copies and inspections thereof including Seller’s Accountants, at their respective offices, as Acquiror Purchaser may reasonably request and (iii) cause the officers, independent auditors (subject to Acquiror and Acquiror Sub executing indemnification letters and waiver letters satisfactory to such independent auditor) of the Transferred Companies to furnish Acquiror with such financial and operating data and other information with respect to the business and properties of the Transferred Companies as Acquiror may from time to time reasonably request; provided, however, time. Purchaser covenants and agrees that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of Holdings or the Transferred Companies it will hold and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Holdings or any Transferred Company (iv) take such action, including without limitation, providing the reasonable use of appropriate officers as Acquiror and Acquiror Sub may reasonably request in connection with obtaining the Financing; provided that such action does not unreasonably interfere with such officer's duties in connection with the conduct of the Business. (b) From the date of this Agreement to the Closing, Acquiror shall, and shall cause Acquiror Sub to, (i) give Holdings and its authorized representatives reasonable access to hold in strict confidence all booksinformation so obtained, recordsand if the transactions herein provided for are not consummated as contemplated herein, personnelPurchaser will return and cause their authorized representatives to return all such information and materials as ECC or Seller may request, offices and will not disclose or divulge to or use for its benefits or the benefit of any other facilities and properties person, firm or corporation, or allow its authorized to do so, any portion of Acquiror Sub, (ii) permit Holdings to make such copies and inspections thereof as Holdings may reasonably request and (iii) cause the officers of Acquiror and Acquiror Sub to furnish Holdings with (x) such financial and operating data and other information with respect to the business and properties of Acquiror Sub as Holdings may from time to time reasonably request and (y) such financial data of Acquiror as Holdings may from time to time reasonably request; provided, however, that any such access shall be conducted at Holdings' expensedata or information, at a reasonable time, under the supervision of Acquiror and Acquiror Sub and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the operation of the business of Acquiror or Acquiror Sub. (c) All information and access provided to Acquiror and its representatives pursuant to subsection (a) above shall be subject to the terms and conditions of the letter agreement (the "Confidentiality Agreement"), among Acquiror, Cendant, Parent and PHH Vehicle Management Services Corporation, dated March 19, 1999. The Confidentiality Agreement shall survive the execution of this Agreement and the Closing, without limitation. Notwithstanding anything to the contrary contained in this Agreement, none of Cendant, Parent, Holdings, any Transferred Company or any of their respective Affiliates shall have any obligation to make available or provide to Acquiror or its representatives a copy of any consolidated, combined or unitary Tax Return filed by Cendant, Parent, Holdings, or any of their respective Affiliates or predecessors, or any related materials. (d) Parent and Holdings shall, and shall cause their representatives to, keep confidential all information provided by Acquiror and Acquiror Sub. Such information that Purchaser shall not be used by Parent obligated to treat as confidential any information which Seller does not treat as confidential, or Holdings of which Purchaser had specific knowledge prior hereto or their representatives for any purpose which is or becomes publicly known or available other than by violation hereof. Purchaser acknowledges that ECC is a reporting company under the Federal Securities Laws and accordingly that Purchaser may not offer to purchase or sell, or purchase or sell, any securities of ECC at any time when Purchaser is in connection with analyzing the transactions contemplated herebypossession of material non-public information concerning ECC, and that information concerning Seller which is made available to Purchaser hereunder may constitute material non-public information concerning ECC. Purchaser further agrees that Hoppensteadt has been and may be now or hereafter in possession of information concerning Seller which is material non-public information concerning ECC and that all such knowledge of Hoppensteadt is attributed to Purchaser for purposes hereof. Purchaser, for itself and Hoppensteadt, agrees to keep all such material non-public information confidential and to refrain from purchasing or selling, or offering to purchase or sell, any securities of ECC at any time when any such material non-public information is known to Hoppensteadt.