Common use of Access to Information Clause in Contracts

Access to Information. Prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior Upon reasonable prior notice and subject to applicable Law, from the date hereof until the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby shall, and with respect to Parent’s integration planning shall cause its Subsidiaries, and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its Representatives to, afford Parent and its officers, directors, employees and Representatives, following notice from Parent in accordance with this Section 5.4, reasonable access during normal business hours to officers, employees, consultants, agents, accountants properties, offices and attorneys other facilities, books and records of each of the Company and its Subsidiaries, and all other financial, operating and other data and information as shall be reasonably requested and, during such period shall furnish, and shall cause to be furnished, as promptly as reasonably cooperate practicable, a copy of each report, schedule and other document filed or received pursuant to the requirements of the federal securities laws or a Governmental Authority, except, with such representatives in connection with such investigationrespect to examination reports, as may be restricted by applicable Law. Notwithstanding the foregoing, the Company shall not be required obligated to provide access to or disclose (a) any information that, in its sole discretion, (i) it is not legally permitted to disclose or documents the disclosure of which would contravene any applicable Law or Order or (in ii) the reasonable judgment disclosure of the Company) which would be reasonably likely to (i) constitute a cause the loss or waiver of the any attorney-client or other legal privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partytrade secret protection; provided, however, that each party the Company shall use its reasonable best efforts to obtain any required consents and take implement reasonable measures to permit the disclosure of such other reasonable action (such as information in a manner that removes the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement or other arrangement with respect to avoid loss of attorney-client privilege) any information to permit such access or disclosure; or (b) be so provided, if the Company determines, in its sole discretion, that doing so would reasonably permit the disclosure of such information without violating applicable Law or any of its affiliates, on the one hand, and Parent Order or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretojeopardizing such privilege. Notwithstanding anything to the contrary herein, Parent The Company shall not be entitled to undertake have Representatives present at all times during any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) propertiessuch inspection, business and operations. The information and documents so provided all inspections granted pursuant to this Section 5.4 shall be subject to the terms of the Confidentiality Company’s reasonable security measures and insurance requirements. No investigation pursuant to this Section 5.4 or information provided, made available or delivered pursuant to this Section 5.4 or otherwise shall affect any representations or warranties or conditions or rights contained in this Agreement.

Access to Information. Prior to Closing, each of Seller and the Effective TimeCompany shall, Parent and shall be entitledcause the Transfer Group Companies to, through permit Purchaser and its employees Representatives (including its legal advisors and representativesaccountants) to have reasonable access, during normal business hours and upon reasonable advance notice, to have such reasonable the properties, books, records and personnel of the Transfer Group Companies; provided that in no event shall Seller, the Company or any other Transfer Group Company be obligated to provide (i) access or information in violation of Applicable Law, (ii) except to the extent provided in the Bidding Procedures Order, access to the assetsor information concerning bids, propertiesletters of intent, records, business and operations expressions of the Company as is reasonably necessary interest or appropriate other proposals received from third parties in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby by this Agreement and with respect information and analysis relating to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as communications or (iii) any information, if Seller receives advice of outside counsel to minimize disruption to or impairment of the Company’s business. No investigation by Parent or Seller and/or the Company (whether conducted prior in the relevant proceeding, that disclosure of such information would materially jeopardize any privilege available to or after the date of this Agreement) shall diminish or obviate Seller, any of the representationsTransfer Group Companies or any of their respective Affiliates, warrantiesrelating to such information or would cause Seller, covenants or agreements any of the Company Transfer Group Companies or Parent contained any of their respective Affiliates to breach in this Agreementany material respect a confidentiality obligation to which it is bound. In order that Parent may have a reasonable opportunity to make such investigation, Seller and the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its their reasonable best efforts to cause mitigate the effects of the restrictions addressed in clause (iii) of the immediately preceding sentence upon Purchaser's ability to obtain information and shall take all such reasonable measures (including without limitation instructing their respective counsel in the relevant proceedings to consult with Purchaser's counsel, entering into one or more joint defense or common interest agreements with Purchaser and seeking waivers of applicable confidentiality agreements) to permit the greatest possible disclosure of information to Purchaser and/or its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate counsel consistent with such representatives in preservation of privilege. In connection with such investigation. Notwithstanding access, Purchaser's Representatives shall cooperate with Seller's and the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party Transfer Group Companies' Representatives and shall use its their reasonable best efforts to obtain minimize any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation disruption of the Company’s (or its subsidiaries’) properties, business of Seller and operationsthe Transfer Group Companies. The information and documents so provided shall be subject Purchaser agrees to abide by the terms of the Purchaser Confidentiality AgreementAgreement and any reasonable safety rules or rules of conduct imposed by the relevant Transfer Group Company or Seller with respect to such access and any information furnished to it or its Representatives pursuant to this Section 6.1.

Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law, upon reasonable notice during normal business hours the Company shall (i) give Parent, its counsel, lenders, underwriters, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, assets, books and records of the Company and its Subsidiaries (except that such access shall not include access for purposes of conducting soil, groundwater, building or other intrusive testing without the Company’s prior written consent), (ii) furnish to Parent, its counsel, lenders, underwriters, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, counsel, lenders, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would, in each case upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, prior to the Effective Time, Parent shall be entitledin the case of any information that in the reasonable, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations good faith judgment of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any competitively sensitive, such investigation and examination information shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as provided to minimize disruption Parent pursuant to or impairment a “clean-room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. Until the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationEffective Time, the Company information provided pursuant to this ‎Section 7.02 shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held kept confidential by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries recipient thereof in accordance with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall, upon reasonable prior notice, give Parent and Merger Sub, their officers and employees and their authorized Representatives, reasonable access during normal business hours to the Effective Timecontracts, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, propertiesbooks, records, business analyses, projections, financial and operations operating data, plans, systems, senior management, employees, other Representatives, offices and other facilities and properties of the Company as is Parent or Merger Sub or their respective Representatives may from time to time reasonably necessary or appropriate request in connection with Parent’s investigation writing. The terms of the Company with respect Confidentiality Agreement shall apply to any information provided to Parent or Merger Sub pursuant to this Section 6.04. Notwithstanding anything to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoingcontrary set forth herein, the Company shall not be required to provide access to, or to disclose information, where such access or disclose disclosure would, as advised by outside counsel, (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of jeopardize the attorney-client or other privilege held by of the Company or (b) contravene any Laws or any applicable antitrust principles or contractual restriction; provided, that the Company shall in such event use commercially reasonable efforts to make reasonable alternative arrangements to permit such access or disclosure in a way that does not violate such obligations or applicable Laws or would not result in the loss of such legal protections, including entering into a joint defense agreement in customary form. Nothing in this Section 6.04 shall be construed to require the Company, any of its subsidiariesSubsidiaries or any of their respective Representatives to prepare any appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 6.04 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, (ii) violate any applicable Laws or (iii) breach any agreement employees and other authorized Representatives of the Company or any of its subsidiaries with Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any third party; providedproperty or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries (1) shall be subject to the Company’s reasonable safety and security measures and insurance requirements and (2) shall not include any testing, howeversampling, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement monitoring or analysis of soil, groundwater, building materials, indoor or ambient air, or other arrangement to avoid loss environmental media without the written consent of attorney-client privilege) to permit the Company, which may be withheld at the Company’s sole discretion, including if providing such access or disclosure; or (b) if would reasonably be expected to jeopardize the health and safety of any employee of the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementSubsidiaries.

Access to Information. Prior to the Effective Timeearlier of the termination of this Agreement in accordance with its terms and the Closing Date, Parent subject to the terms of the Confidentiality Agreement, Buyer shall be entitled, through its employees and representatives, entitled to have make such reasonable access to investigation of the assets, properties, records, business businesses and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation Panadero Corp and its Subsidiaries and such examination of the Company with respect books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the transactions contemplated hereby purpose of determining the quantity, quality, geology, mineralogy and with respect to Parent’s integration planning other aspects of any mineral reserves on the Owned Real Property and transaction structuringthe Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances so as circumstances, shall be subject to minimize disruption to or impairment restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company’s businessCompanies. No investigation by Parent or Panadero Corp shall cause the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants accountants, attorneys and attorneys other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with such Buyer and Buyer’s representatives in connection with such investigationinvestigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding In addition, no such investigation or examination shall be permitted to the foregoing, the Company shall not be required to provide access to or disclose extent that (ax) any information or documents which it would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company require Panadero Corp or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts Subsidiaries to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement disclose information subject to avoid loss of attorney-client privilege) to permit such access or disclosure; privilege or (by) if legal counsel for the Company Companies reasonably concludes that it may give rise to antitrust or any of its affiliates, on competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the one hand, and Parent Companies shall use commercially reasonable efforts to provide the information sought in such investigation or any of its affiliates, on the other hand, are adverse parties examination in a litigationmanner that does not jeopardize such attorney-client privilege or give rise to such legal issues, any information that is reasonably pertinent theretoviolate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, Parent prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not be entitled to undertake contact any environmental sampling employees of, suppliers to, customers of, or testing financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its investigation of the CompanySubsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of the Confidentiality this Agreement, complete control and supervision of its and its Subsidiaries’ operations.

Access to Information. Prior Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business books and operations records of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation and its Subsidiaries and to the officers and employees of the Company with respect and its Subsidiaries, and during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the transactions contemplated hereby business, properties and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements personnel of the Company or Parent contained in this Agreement. In order and its Subsidiaries as may reasonably be requested; provided, however, that Parent may have a reasonable opportunity to make such investigation, nothing herein shall require the Company shall furnish the representatives or any of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts Subsidiaries to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information to Parent or documents which would (Sub if such disclosure would, in the reasonable judgment of the Company) be reasonably likely to , (i) constitute a waiver violate applicable Law or the provisions of the attorney-client or other privilege held by any agreement to which the Company or any of its subsidiariesSubsidiaries is a party (provided, that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) or (ii) violate jeopardize any applicable Laws attorney-client or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyother legal privilege; providedprovided further, however, that each party nothing herein shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and authorize Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled Representatives to undertake any environmental investigations or sampling at any of the properties owned, operated or testing in connection with leased by the Company or its investigation Subsidiaries. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. The confidentiality agreement, dated February 22, 2007 (the “Confidentiality Agreement”), between UBS Securities LLC, as representative of the Company, and Platinum Equity Advisors, LLC shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s (or its subsidiaries’) propertiesofficers, business employees and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementother Representatives hereunder.

Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access (during regular business hours upon reasonable notice) to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as is such Persons may reasonably necessary or appropriate request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in connection with Parent’s its investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringits Subsidiaries. Any such investigation and examination pursuant to this Section shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so in such manner as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements business of the Company and its Subsidiaries. No information or knowledge obtained by Parent contained in any investigation pursuant to this Agreement. In order that Parent may have a reasonable opportunity Section shall affect or be deemed to make such investigation, modify any representation or warranty made by the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationhereunder. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or disclose (a) furnish any information if doing so would violate any Contract, or documents which where such access to information would (in involve the reasonable judgment waiver or loss of the Company) be reasonably likely to (i) constitute a waiver of the an attorney-client or other work product privilege held by so long as the Company has reasonably cooperated with Parent to permit such inspection of, or any of its subsidiariesto disclose such, (ii) information on a basis that does not violate any applicable Laws such Contract or (iii) breach any agreement of the Company compromise or any of its subsidiaries waive such privilege with any third partyrespect thereto; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access and information shall be disclosed or disclosure; granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 6.04, Parent and Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or (b) if any similar agreement entered into between the Company and any Person to whom the Company or any of its affiliates, on the one handis Representative provides information pursuant to this Section 6.04, and Parent all information disclosed to Parent, Merger Subsidiary or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything their respective Representatives pursuant to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided this Section 6.04 shall be subject to the terms of the Confidentiality Agreement. The confidentiality obligations set forth in the Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the earlier of the Effective Time or the expiration of the Confidentiality Agreement according to its terms.

Access to Information. Prior From the date of this Agreement until the earlier of Effective Time and the date this Agreement is properly terminated in accordance with Article VIII, the Company will, and will cause each of its Subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors and representatives (collectively, the “Company Representatives”) to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Parent Representatives”) access, upon reasonable notice and during normal business hours, to the Effective Time, Parent shall be entitled, through its employees offices and representatives, to have such reasonable access other facilities and to the assetsbooks and records and personnel of the Company and each of its Subsidiaries and will cause its Subsidiaries and the Company Representatives to furnish Parent, properties, records, Merger Sub and the Parent Representatives with such financial and operating data and such other information with respect to the business and operations of the Company and its subsidiaries as is Parent, Merger Sub or the Parent Representatives may from time to time reasonably necessary or appropriate in connection with Parent’s investigation of request. Neither the Company with respect nor any of its Subsidiaries shall be required to provide access to, or disclose, information to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any extent such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to access or impairment of the Company’s business. No investigation by Parent disclosure would jeopardize or the Company (whether conducted violate any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to or after the date of this Agreement) Agreement (it being agreed that the parties shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its their reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys such information to reasonably cooperate with be provided in a manner that would not result in such representatives in connection with such investigationjeopardy or contravention). Notwithstanding The Company makes no representation or warranty as to the foregoing, the Company shall not be required to provide access to or disclose (a) accuracy of any information or documents which would (in the reasonable judgment of the Company) be reasonably likely provided pursuant to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiariesthis Section 6.5, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, neither Merger Sub nor Parent may rely on the one handaccuracy of any such information, and Parent or any of its affiliates, on the in each case other hand, are adverse parties than as expressly set forth in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business representations and operationswarranties contained in Article IV. The information provided pursuant to this Section 6.5 will be used solely for the purpose of effecting the Transactions and documents so provided shall be subject to each of Parent and Merger Sub will, and will cause the Parent Representatives to, treat any such information in accordance with the terms and conditions of that certain Mutual Nondisclosure Agreement dated November 7, 2011 between the Company and Parent (the “Confidentiality Agreement”) and those certain Letter Agreements, dated December 22, 2011, December 23, 2011, December 27, 2011 and December 30, 2011, between the Company and Parent (collectively, the “Diligence Agreements”).

Access to Information. Prior The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective TimeTime to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be entitledincurred at Parent's expense and that such access will conducted at a reasonable time, through its employees and representatives, to have such reasonable access to under the assets, properties, records, business and operations supervision of the Company Stockholder's, the Company's or WW's personnel and in such a manner as is reasonably necessary or appropriate in connection with Parent’s investigation to maintain the confidentiality of the Company with respect to this Agreement and the transactions contemplated hereby and not to interfere unreasonably with respect to Parent’s integration planning the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and transaction structuring. Any such investigation WW, and examination shall be conducted at reasonable times their respective accountants, counsel and other representatives, access during normal business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of during the Company’s business. No investigation by Parent or the Company (whether conducted period prior to or after the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement) ; provided that any photocopying or similar costs of such access shall diminish or obviate any be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent'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 normal operation of the representations, warranties, covenants business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or agreements on behalf of the Company Parent, Company, WW or Parent contained any Subsidiary in this Agreement. In order that Parent may have a reasonable opportunity connection with the transactions contemplated hereby prior to make such investigationthe Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall furnish cause their respective affiliates and representatives, to comply with the representatives of Parent during such period with such information and copies provisions of such documents concerning the affairs of the Company as Confidentiality Agreement with respect to such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationinformation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any No information or documents which would (knowledge obtained in the reasonable judgment of the Company) any investigation pursuant to this Section 5.4 shall affect or be reasonably likely deemed to (i) constitute a waiver of the attorney-client modify any representation or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary warranty contained herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior Upon reasonable notice, Saratoga and SJNB shall (and shall cause each of their respective Subsidiaries to) afford to the Effective Timeother and their representatives and advisors access, Parent shall be entitled, through its employees and representativesduring normal business hours during the period prior to the Closing Date, to have all the properties, books, contracts, commitments and records of Saratoga (in the case of Saratoga) and of SJNB (in the case of SJNB) and, during such reasonable access period, each of Saratoga and SJNB shall (and shall cause each of their respective Subsidiaries to) make available to the assetsother and their representatives and advisors (a) a copy of each report, propertiesschedule, recordsregistration statement and other document filed or received by Saratoga or SJNB, business as the case may be, during such period pursuant to the requirements of Federal securities laws or Federal or state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and operations (b) all other information concerning the business, properties and personnel of Saratoga or of SJNB, as the Company case may be, as is such other party may reasonably necessary or appropriate in connection with Parent’s investigation of the Company request. SJNB will hold any such information with respect to Saratoga and its Subsidiaries which is nonpublic in confidence to the transactions contemplated hereby extent required by, and in accordance with, the provisions of the letter dated July 28, 1998, between Saratoga and SJNB (the "Confidentiality Agreement"). Saratoga will hold all such information with respect to Parent’s integration planning SJNB and transaction structuring. Any its Subsidiaries which is nonpublic in confidence and will otherwise deal with such investigation information to the extent required by, and examination shall in accordance with, the provisions of the Confidentiality Agreement, deeming, for purpose of this sentence, such information to be conducted at reasonable times during business hours upon reasonable advance notice subject to the provisions of the Confidentiality Agreement as if such provisions applied by their terms to such information of SJNB and under reasonable circumstances so its Subsidiaries, as well as to minimize disruption to or impairment such information of the Company’s businessSaratoga and its Subsidiaries. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliateseither SJNB, on the one hand, and Parent or any of its affiliatesSaratoga, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to shall affect the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation representations and warranties of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementother.

Access to Information. Prior Subject to applicable Law, including Antitrust Law, during the period from the date of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement, Parent shall will be entitled, through its employees and representativesRepresentatives, to have such reasonable access to the assets, properties, recordsbusiness, business operations, personnel and operations Representatives of the Company and each Company Subsidiary as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringhereby. Any such investigation and examination shall will be conducted at reasonable times during normal business hours upon reasonable advance notice notice, at Parent’s expense and under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company, and shall be subject to the Company’s reasonable circumstances security measures and insurance requirements, except as may otherwise be required or restricted by Law, so as to minimize limit disruption to or impairment of the Company’s business, and the Company will cooperate fully therein. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall will diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the The Company shall will furnish the representatives Representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives Representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys Representatives to reasonably cooperate fully with such representatives Representatives of Parent in connection with such investigation. Notwithstanding the foregoing, Nothing herein shall require the Company shall not be required to provide access to or disclose (a) any information or documents which would (to Parent if such disclosure would, in the its reasonable judgment of the Company) be reasonably likely discretion and after notice to Parent (i) constitute a waiver of the jeopardize any attorney-client or other legal privilege held by (so long as the Company has reasonably cooperated with Parent to permit such inspection of or any of its subsidiaries, to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) violate contravene any applicable Laws or Law (iii) breach any agreement of so long as the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its has used reasonable best efforts to obtain any required consents and take provide such other reasonable action (such as the entry into information in a way that does not contravene applicable Law); provided, further, that information shall be disclosed subject to execution of a joint defense agreement or other arrangement in customary form, and disclosure may be limited to avoid loss of attorney-client privilege) external counsel for Parent, to permit such access or disclosure; or (b) if the extent the Company or any determines doing so may be reasonably required for the purpose of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretocomplying with applicable Antitrust Laws. Notwithstanding anything With respect to the contrary hereininformation disclosed pursuant to this Section 6.2, Parent shall not be entitled comply with, and shall instruct Parent’s Representatives to undertake any environmental sampling or testing in connection with comply with, all of its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of obligations under the Confidentiality Agreement.

Access to Information. Prior to From the date of this Agreement until the Effective Time, upon reasonable advanced notice and during normal business hours, the Company shall and shall cause each other Acquired Company to (i) give Parent shall be entitled, through and its employees and representatives, to have such Representatives reasonable access to the assetsoffices, properties, records, business books and operations records of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect Acquired Companies, (ii) furnish to Parent and its Representatives such financial and operating data and other information relating to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company Acquired Companies as such representatives Persons may reasonably request and use its reasonable best efforts to cause its officers, (iii) instruct the employees, consultants, agents, accountants counsel and attorneys financial advisors of the Acquired Companies to reasonably cooperate with such representatives Parent in connection with such investigation. Notwithstanding its investigation of the foregoingAcquired Companies; provided, however, that the Company shall not be required to provide may restrict or otherwise prohibit access to any documents or disclose information to the extent that (a) any Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) access to such documents or information or documents which would (would, in the reasonable judgment Company’s good faith opinion after consultation with outside legal counsel, result in the loss of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client privilege, work product doctrine or other applicable legal privilege held by applicable to such documents or information or (c) access to a Contract to which the Company or any of its subsidiariesSubsidiaries is a party or otherwise bound would violate or cause a default under, (ii) violate or give a third party the right terminate or accelerate the rights under, such Contract. In the event that any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; providedSubsidiaries does not provide access or information in reliance on the preceding sentence, however, that each party it shall use its commercially reasonable best efforts to obtain communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. The terms and conditions of the Confidentiality Agreement shall apply to any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and information obtained by Parent or any of its affiliatesfinancial advisors, on business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the other handaccess contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Acquired Companies and any access to the property of any Acquired Company must comply with Company’s reasonable security and insurance requirements, are adverse parties in a litigation, may not unreasonably interfere with any information that is reasonably pertinent theretoAcquired Company’s use of the property. Notwithstanding anything to the contrary hereinforegoing, Parent shall not be entitled have access to undertake any environmental sampling personnel records of the Acquired Companies relating to individual performance or testing evaluation records, medical histories or other information which in connection with its investigation of the Company’s (good-faith opinion is sensitive or its subsidiaries’) properties, business and operations. The information and documents so provided shall be the disclosure of which could subject the Company to the terms risk of the Confidentiality Agreementliability.

Access to Information. Prior Subject to the last sentence of this Section 6.04, from the date hereof until the Effective TimeTime and subject to Applicable Law and the Confidentiality Agreement, Parent upon reasonable written prior notice, the Company shall be entitled(i) give to Parent, through its employees counsel, financial advisors, auditors and representatives, to have such other authorized Representatives reasonable access during normal business hours to the assetsoffices, properties, records, business books and operations records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information as is such Persons may reasonably necessary or appropriate request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in connection with Parent’s its investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringits Subsidiaries. Any such investigation and examination pursuant to this Section 6.04 shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so in such manner as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements business of the Company and its Subsidiaries. No information or Parent contained knowledge obtained in any investigation pursuant to this Agreement. In order that Parent may have a reasonable opportunity Section 6.04 shall affect or be deemed to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationmodify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the foregoingcontrary, under no circumstances shall the Company shall not Company, its Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to or disclose (a) any person to, information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by about the Company or any of its subsidiaries, (ii) violate Subsidiaries that is prohibited by any applicable Laws Applicable Law or (iii) breach any agreement of contractual restraint enforceable upon the Company or any of its subsidiaries with Subsidiaries, or where such access to information would reasonably be expected to involve the waiver of any third partyattorney-client privilege; providedprovided that, howeverin each such case, that each party the Company shall use its commercially reasonable best efforts to obtain any required consents and take such other reasonable action consent or develop alternative arrangements (such as including, in the case of access that would reasonably be expected to involve the waiver of any attorney-client privilege, entry into a joint defense agreement agreement) reasonably acceptable to the Company and Parent so that such information can be furnished to Parent in a manner that does not violate any Applicable Law or other arrangement to avoid loss contractual restraint or involve the waiver of any attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as Closing or until this Agreement is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationearlier terminated, the Company shall furnish afford to the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultantsagents and authorized representatives of Parent and Merger Sub and their respective Affiliates (including its and their independent public accountants, agentsfinancial advisors and attorneys) (collectively, accountants “Representatives”) reasonable access during normal business hours, upon reasonable advance written notice, to the offices, properties and attorneys business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the Business and other records and documents relating to the Acquired Companies, and to discuss the affairs, finances and accounts or any of the Acquired Companies with the officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably cooperate with such representatives deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such investigation. Notwithstanding additional information relating to the foregoingAcquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall not be required to provide access to or disclose (a) any information to Parent, Merger Sub or documents which their respective Affiliates or their respective Representatives if such disclosure would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the jeopardize any attorney-client or other legal privilege held by or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any obligation of confidentiality to which the Company or any its Affiliates are subject), provided, that, in each case, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of its subsidiaries, (i) and (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; would apply and provided, howeverfurther, that each party shall use its reasonable best efforts to obtain any required consents Parent, Merger Sub and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, their respective Affiliates and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent their respective Representatives shall not be entitled to undertake conduct environmental sampling, testing or invasive investigations of any environmental sampling or testing in connection with its investigation kind without the written permission of the Company, which may be withheld in the Company’s (or its subsidiaries’) properties, business sole discretion. Each of Parent and operations. The information and documents so provided Merger Sub agrees that such investigation shall be subject conducted in such a manner as not to interfere with the terms operations of the Confidentiality AgreementAcquired Companies 37 Agreement and Plan of Merger and in compliance with all Laws, and Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not communicate with any of the employees, customers, distributors, or suppliers of the Acquired Companies without the prior written consent of the General Counsel, Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and any such permitted communications shall be made in the presence of a designated representative of the Company.

Access to Information. Prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the The Company shall furnish the representatives of afford to Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, directors, employees, accountants, consultants, agents, accountants legal counsel, and attorneys other representatives (collectively, the “Representatives”) reasonable access, at reasonable times upon reasonable prior notice, to the officers, Key Employees, properties, offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall furnish reasonably cooperate promptly to Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with such representatives in connection the business or operations of the Company or its Subsidiaries or otherwise cause any unreasonable interference with such investigationthe prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. Notwithstanding the foregoingforegoing provisions of this Section 5.2, the Company shall not be required to, or to provide cause any of its Subsidiaries to, grant access or furnish information to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company Parent or any of its subsidiariesRepresentatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by law. Notwithstanding the foregoing, (ii) violate any applicable Laws or (iii) breach any agreement Parent shall not have access to personnel records of the Company or any of its subsidiaries Subsidiaries relating to individual performance or evaluation records, medical histories or other information to the extent the disclosure of such information would result in a violation of applicable law. Notwithstanding the foregoing, Parent agrees that Parent is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the Company or any of its Subsidiaries regarding the Company or any of its Subsidiaries, its business or the transactions contemplated by this Agreement, in each case, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned). Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and reasonably related matters. The Confidentiality Agreement dated as of November 11, 2015 between Parent and the Company (the “Confidentiality Agreement”), shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the Equity Financing, Parent shall be entitled to disclose, pursuant to the Exchange Act, any third partyinformation contained in any presentation to the Equity Financing Sources, which information may include Confidential Information; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if Parent provides the Company or any of its affiliates, on with a reasonable opportunity to review and provide comments to such presentation and the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything Company consents to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementcontents thereof.

Access to Information. Prior Subject to the Effective TimeConfidentiality Agreement and applicable Law relating to the sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent shall be entitled, through its officers, employees and representatives, to have make such reasonable access to investigation of the assets, properties, records, business businesses and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with respect the business or operations of the Company and its Subsidiaries) and, at Parent’s cost and expense, to make extracts and copies of such books and records, and the Company shall reasonably cooperate with any such investigation or examination (including by granting Parent and its officers, directors, employees, financial sources, advisors, bankers and other representatives reasonable access to the transactions contemplated hereby employees, facilities, books and with respect to Parent’s integration planning records of the Company and transaction structuringits Subsidiaries and providing such financial and other data as Parent may reasonably request). Any such investigation and examination shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances so as and shall be subject to minimize disruption to or impairment of the Company’s businessrestrictions under applicable Law. No investigation by Parent or and its representatives shall cooperate with the Company (whether conducted prior to or after the date of this Agreement) and its representatives and shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its their reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys minimize any disruption to reasonably cooperate with such representatives the business in connection with any such investigationinvestigation and examination. Notwithstanding anything herein to the foregoingcontrary, no such investigation or examination shall be permitted to the Company shall not be required to provide access to or disclose (a) any information or documents which extent that it would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by require the Company or any of its subsidiariesSubsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to Parent as the representative contemplated by this Section 7.1), (iii) violate Parent shall not contact any applicable Laws known suppliers to, or (iii) breach customers or employees of, the Company or any agreement of its Subsidiaries, except for any such suppliers, customers or employees of the Company or any of its subsidiaries Subsidiaries that Parent or any of its Subsidiaries has contacted in the Ordinary Course of Business prior to the date hereof and solely with any third party; provided, however, that each party respect to matters unrelated to the Merger or this Agreement and (ii) Parent shall use its reasonable best efforts have no right to obtain any required consents and take such other reasonable action (such as perform invasive or subsurface investigations of the entry into a joint defense agreement properties or other arrangement to avoid loss facilities of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretoSubsidiaries. Notwithstanding anything to the contrary herein, Parent shall not be entitled and shall cause Parent’s Affiliates and representatives to undertake keep confidential any environmental sampling or testing in connection with its investigation of non-public information received from the Company’s (, its Affiliates or its subsidiaries’) propertiesrepresentatives, business and operations. The information and documents so provided shall be subject directly or indirectly, pursuant to the terms of this Section 7.1 in accordance with the Confidentiality Agreement.

Access to Information. Prior Subject to the Effective TimeConfidentiality Agreement and applicable Law relating to the sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent shall be entitled, through its employees officers, employees, accountants, counsel and other representatives, to have make such reasonable access to investigation of the assets, properties, records, business businesses and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation and its Subsidiaries and such examination of the books, records, Contracts and commitments of the Company with respect and its Subsidiaries as it reasonably requests, including, without limitation, except as prohibited by applicable privacy law, access to all information concerning the transactions contemplated hereby business, properties and with respect personnel of the Company and its Subsidiaries as Parent may reasonably request, including, without limitation, all information reasonably available regarding the compensation and benefits of all employees of, or service providers to, the Company or any of its Subsidiaries and any employment, consulting or similar Contracts, access to internal financial statements, financial data and supporting documentation, and access to all employees of the Company and its Subsidiaries as identified by Parent and, at Parent’s integration planning cost and transaction structuringexpense, and Parent shall be entitled to make extracts and copies of any such books, records, Contracts, commitments or other information (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and its Subsidiaries). Any such investigation and examination shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances so as and shall be subject to minimize disruption to or impairment of the Company’s businessrestrictions under applicable Law. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the The Company shall furnish cause the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants accountants, attorneys and attorneys other representatives of the Company and its Subsidiaries to reasonably cooperate with such Parent and its representatives in connection with such investigationinvestigation and examination and Parent and its representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the business in connection with any such investigation and examination. Notwithstanding anything herein to the foregoingcontrary, no such investigation or examination shall be permitted to the Company shall not be required to provide access to or disclose (a) any information or documents which extent that it would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by require the Company or any of its subsidiariesSubsidiaries to disclose information subject to attorney-client privilege; provided that the Company shall have used reasonable best efforts to provide such information in a form or manner that would not waive such legal privilege (including by offering Parent the opportunity to enter into reasonable joint defense arrangements and, if Parent declines, redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege). Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to Parent as the representative contemplated by this Section 7.1 and whose consent shall not be unreasonably conditioned, delayed or withheld), (i) Parent shall not contact any suppliers to, or customers or employees (other than senior management) of, the Company or any of its Subsidiaries in respect of the Company, its Subsidiaries, this Agreement or the transactions contemplated hereby and (ii) violate any applicable Laws Parent shall have no right to perform invasive or (iii) breach any agreement subsurface investigations of the properties or facilities of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretoSubsidiaries. Notwithstanding anything to the contrary herein, Parent shall not be entitled and shall cause Parent’s Affiliates and representatives to undertake keep confidential any environmental sampling or testing in connection with its investigation of non-public information received from the Company’s (, its Affiliates or its subsidiaries’) propertiesrepresentatives, business and operations. The information and documents so provided shall be subject directly or indirectly, pursuant to the terms of this Section 7.1 in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 7.1 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement.

Access to Information. Prior to From the date hereof until the Effective Time, Parent the Company shall be entitled(a) provide Parent, through its employees counsel, financial advisors, auditors and representatives, to have such other authorized representatives reasonable access to the assets, properties, records, business offices and operations books and records of the Company and its Subsidiaries and such financial and operating data and other information as is such Persons may reasonably necessary or appropriate request and (b) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to cooperate with Parent in connection with Parent’s its investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringits Subsidiaries. Any such investigation pursuant to this Section 6.03 shall comply with applicable Law and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances in such manner so as not to minimize disruption interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.03 shall affect or impairment be deemed to modify any representation or warranty made by the Company hereunder. Nothing in this Section 6.03 shall require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third Persons or violate any of the Company’s business. No investigation by Parent or the Company obligations with respect to confidentiality, (whether conducted prior ii) to or after the date of this Agreement) shall diminish or obviate disclose any of the representations, warranties, covenants or agreements privileged information of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity any of its Subsidiaries, (iii) to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents the disclosure of which would (could, in the reasonable judgment of the Company, cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated or (iv) be reasonably likely to (i) constitute a waiver permit invasive testing of any of the attorney-client Company’s or other privilege held by its Subsidiaries’ real property. In no event shall the Company be required to supply pursuant to this Section 6.03 to Parent, or Parent’s representatives, any information relating to indications of its subsidiariesinterest from, (ii) violate or discussions with, any applicable Laws other potential acquirers of the Company, with respect to which Section 6.04 shall apply. All requests for access to the offices or (iii) breach any agreement books and records of the Company or any its Subsidiaries shall be made to such representatives of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such the Company as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit Company shall designate, who shall be solely responsible for coordinating all such requests and all access or disclosure; or (b) if permitted hereunder. All information disclosed by the Company or any of to Parent and its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided representatives pursuant hereto shall be subject to the terms of the Confidentiality Agreement (the “Confidentiality Agreement”) dated November 13, 2007 between the Company and Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Holding”).

Access to Information. Prior Upon reasonable notice, and at the reasonable request of Parent, the Company shall (and shall cause its Subsidiaries to) afford to the Representatives of Parent, reasonable access, during normal business hours during the period prior to the Effective Time, Parent shall be entitledto all its properties (other than for purposes of invasive testing), through its employees books, contracts, records and representativesRepresentatives (other than any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement or, except as expressly provided in Section 5.4, to have such reasonable access to the assets, properties, records, business and operations any Acquisition Proposal) in anticipation or furtherance of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation consummation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s (including for integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or planning); provided, that neither the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate nor any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company its Subsidiaries shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or to disclose such information where such access or disclosure would (a) any information violate or documents which would (in materially prejudice the reasonable judgment rights of the Company) be reasonably likely to (i) constitute a waiver of its tenants, operators or customers, jeopardize the attorney-client privilege of the institution in possession or other privilege held by control of such information, result in the Company or disclosure of any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement valuations of the Company in connection with the transactions contemplated by this Agreement or any other strategic alternatives, (b) be for the purpose of its subsidiaries with disclosure of such information in any third partylitigation or other legal proceeding between the Parties or (c) contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, howeverfurther, that each party the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions in clauses (a) or (c) apply (including (x) using commercially reasonable efforts to obtain any required consents consent from any Third Party and take (y) redacting such other information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract or Law and (C) as necessary to address reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of concerns regarding attorney-client privilegeor confidentiality or the rights of such tenants, operators or customers) and to permit provide such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything as to the contrary herein, applicable matter as can be conveyed. No such investigation by Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation affect the representations and warranties of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementAgreement shall apply to any information and access provided pursuant to this Section 5.2. Notwithstanding anything in this Section 5.2 to the contrary, (i) any physical access to the properties, offices, personnel or other information of the Company and its Subsidiaries may be limited to the extent the Company in good faith determines, in light of COVID-19 or any COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries (provided, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without jeopardizing the health and safety of such employees or violating such COVID-19 Measures) and (ii) nothing in this Section 5.2 shall be construed to require the Company, any of its Subsidiaries or any of their Representatives to prepare any financial statements, projections, reports, analyses, appraisals or opinions that are not readily available.

Access to Information. Prior to the Effective TimeClosing Date, the Company shall, and the Company shall cause its Subsidiaries to, afford to Parent shall be entitledand its officers, through its employees and representativesrepresentatives (including its legal advisors and accountants), all reasonable access, upon reasonable notice, to have such reasonable access to any of the assets, properties, records, business businesses and operations of the Company as is reasonably necessary and its Subsidiaries (including Owned Real Property or appropriate in connection with Parent’s investigation leased real property and the buildings, structures, fixtures, appurtenances and improvements erected attached or located thereon), books and records of the Company and its Subsidiaries (including financial information and statements, accounting and Tax-related records and working papers and data in the possession of the Company, any of its Subsidiaries or any of their independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the transactions contemplated hereby Company’s systems of internal control), in each case as Parent reasonably requests, and with respect Parent and its officers, employees and representatives (including its legal advisors and accountants) shall be permitted to Parent’s integration planning make extracts and transaction structuringcopies of such books and records at its own expense. Any such investigation and examination access shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances so as and shall be subject to minimize disruption to or impairment of the Company’s businessrestrictions under applicable Law. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the The Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its commercially reasonable best efforts to cause its provide Parent access, to the officers, employees, consultants, agents, accountants accountants, attorneys and attorneys to reasonably other representatives of the Company and its Subsidiaries and shall cooperate in good faith with Parent and Parent’s representatives, in each case for purposes of integration and retention planning and for other valid business purposes associated with the transactions contemplated by this Agreement, and Parent and its representatives shall cooperate with such the Company and its representatives in connection with such investigationand shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the foregoingcontrary, no such investigation or examination shall be permitted to the Company shall not be required to provide access to or disclose (a) any information or documents which extent that it would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by require the Company or any of its subsidiariesSubsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound; provided, however, that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.1 other than as otherwise expressly provided under this Agreement. The information provided pursuant to this Section 7.1 will be used solely for the purpose of effecting the Transactions and related disclosure requirements. Notwithstanding anything to the contrary contained herein, prior to the Closing, (iia) violate other than in the ordinary course of business of Parent or any applicable Laws of its Affiliates with respect to matters not involving the Company or its Subsidiaries, Parent shall not contact any suppliers to, or customers of, the Company or any Subsidiary without the Company’s prior written consent which may not be unreasonably withheld, (iiib) breach any agreement Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as Subsidiaries without the entry into a joint defense agreement or other arrangement to avoid loss prior written consent of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or (which consent may be withheld for any of reason) and (c) the Company’s and its affiliates, on Subsidiaries’ obligations hereunder with respect to third parties shall be limited to using commercially reasonable efforts. Notwithstanding the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigationforegoing, any information that is reasonably pertinent thereto. Notwithstanding anything assistance or access related to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation the Financing (including the delivery of financial information and statements, accounting and Tax-related records and working papers and data in the possession of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementgoverned exclusively by Section 7.13.

Access to Information. Prior Upon reasonable notice, each of MI Corp. and MVT Corp. shall (and shall cause its Subsidiaries to), during the period prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations earlier of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent Closing Date or the Company (whether conducted prior date this Agreement is terminated, afford to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity Investor and to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its respective officers, employees, consultantsaccountants, agentscounsel, accountants financial advisors and attorneys other authorized representatives, reasonable access during normal business hours, to reasonably cooperate with all the books, records, Contracts, properties, plants and personnel of the MVT Business and, during such representatives in connection with such investigation. Notwithstanding the foregoingperiod, the Company MI Corp. or MVT Corp. shall not be required (and shall cause its Subsidiaries to) furnish promptly to provide access to or disclose Investor (a) any information notice of each material report, schedule, registration statement and other document filed, published, announced or received by MVT Corp. during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which would MI Corp. or MVT Corp. is not permitted to disclose under Applicable Laws) and (in the reasonable judgment of the Companyb) be all information concerning MVT Corp. and its business, properties and personnel as Investor may reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyrequest; provided, however, that each party shall use its reasonable best efforts MI Corp. or MVT Corp. may restrict the foregoing access to obtain the extent that (i) any required consents and take Applicable Laws or Contracts requires MI Corp., MVT Corp. or their Subsidiaries to restrict or prohibit access to any such other reasonable action properties or information, (ii) disclosure of such as information would violate confidentiality obligations to a third Person, (iii) disclosure of such information would be reasonably likely to result in significant competitive harm to MI Corp. or MVT Corp. if the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; Transactions were not consummated or (biv) if in the Company or case of MVT Corp. and its Subsidiaries the information is not related to the MVT Business. Investor will hold any of its affiliates, on the one handsuch information obtained pursuant to this Section 6.3 in confidence in accordance with, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall will otherwise be subject to to, the terms provisions of the Confidentiality Agreement dated January 29, 2007 between MI Corp. and Warburg Pincus LLC (as it may be amended or supplemented, the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by Investor shall not affect the representations and warranties contained herein or the conditions to the respective obligations of the parties to consummate the Transactions.

Access to Information. Prior to (a) From the date hereof until the Effective Time, Parent subject to Applicable Law and the Confidentiality Agreement, the Company shall be entitled(i) give Buyer, through its employees counsel, officers, employees, financial advisors, accountants, consultants, advisors, agents and representativesother representatives (collectively, to have such “Representatives”) reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and the Company Subsidiaries, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Company Subsidiary as is such Persons may reasonably necessary or appropriate request and (iii) instruct its and the Company Subsidiaries’ employees, counsel and financial advisors to cooperate with Buyer in connection with Parent’s its investigation of the Company with respect to and the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringCompany Subsidiaries. Any such investigation and examination pursuant to this Section shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances in such manner so as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements business of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationSubsidiaries. Notwithstanding the foregoing, the Company shall not be required have no obligation to disclose or provide Buyer with access to any personnel records of the Company or disclose (a) any Company Subsidiary relating to individual performance or evaluations, medical histories or other information or documents which would (the disclosure of which, in the reasonable judgment good faith opinion of the Company) be reasonably likely ’s legal counsel, would subject the Holders, the Company or any Company Subsidiary to (i) constitute a waiver of liability, jeopardize the attorney-client or other privilege held by of the Holders, the Company or any of its subsidiariesCompany Subsidiary, violate any Applicable Law or breach any contractual confidentiality obligations. In addition, notwithstanding the foregoing, prior to the Closing, (iix) violate without the prior written consent of the Company (which consent may not be unreasonably withheld), Buyer shall not contact any applicable Laws suppliers to or customers of, the Company or any Company Subsidiary, and the Company shall have the right to have a representative present during any such contact in the event that it consents to such contact, and (iiiy) breach Buyer shall have no right to perform or cause to be performed any agreement invasive or subsurface investigations of the properties or facilities of the Company or any of its subsidiaries with Subsidiaries, including any third party; providedsampling or testing of the air, howeversoil, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement surface water, groundwater, building materials or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or environmental media. (b) if Buyer shall cause the Surviving Corporation and its Subsidiaries to preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries pursuant to Buyer’s document retention policy, and from and after the Effective Time, Buyer agrees to cause the Surviving Corporation and its Subsidiaries to afford promptly to the Holders’ Representative and its Representatives reasonable access to their offices, properties, books, records, employees and auditors to the extent necessary to permit the Holders’ Representative to determine any matter relating to its (or any Holder’s) rights and obligations hereunder or relating to any period ending at or before the Effective Time. Any access pursuant to this Section shall be conducted in such manner so as not to interfere unreasonably with the conduct of the business of the Company or any the Company Subsidiaries. The Holders’ Representative shall bear all of its affiliatesthe out-of-pocket expenses (including attorneys’ fees, on the one handbut excluding reimbursement for general overhead, salaries and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing employee benefits) incurred in connection with its investigation the foregoing except to the extent covered by Buyer’s indemnification obligations under Article 9 of the Company’s (this Agreement. Any information obtained by Holders’ Representative or its subsidiaries’Representatives pursuant to this 5.03(b) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementSection 5.04.

Access to Information. Prior The Company shall, and shall cause each of its Subsidiaries to, afford to the accountants, counsel, financial advisors and other representatives of Parent reasonable access to, and permit them to make such inspections as they may reasonably require of, during normal business hours during the period from the date of this Agreement through the Effective Time, all of its employees, customers, properties, books, contracts, commitments and records (including, without limitation, the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent all information concerning its business, properties and personnel as the other may reasonably request. Parent shall be entitledafford to the accountants, through its employees counsel, financial advisors and representatives, to have such other representatives of the Company reasonable access to the assets, properties, records, business and operations executive officers of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times Parent during normal business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of during the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after period from the date of this Agreement) Agreement through the Effective Time. No investigation pursuant to this Section 5.3 shall diminish affect any representation or obviate warranty in this Agreement of any party hereto or any condition to the obligations of the representationsparties hereto. All information obtained pursuant to this Section 5.3 shall be kept confidential in accordance with the Non-Disclosure Agreement, warrantiesdated May 30, covenants or agreements of 2000 between Parent and the Company or Parent contained in this (the "Non-Disclosure Agreement"). In order that Parent may have a reasonable opportunity Loan Relending. Prior to make such investigationJanuary 31, 2001, the Company shall furnish may prepay, prior to the representatives of Parent during such period with such information and copies of such documents concerning the affairs due date, a portion of the unpaid principal amount of the Note. Parent agrees that, if it receives a written notice from the Company during the Relending Period (as defined below), it will lend all or a portion of the amount so prepaid by the Company provided that, during the Relending Period, (i) the Company has executed such representatives may amendments to the Note and the Letter of Intent as Parent shall reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationreborrowing and obtains and delivers to Parent any consents required for such amendments and (ii) no amount borrowed under the Note shall have become due and payable for any of the reasons set forth in Paragraph 4 of the Note. Notwithstanding the foregoingOn February 28, 2001, the Company shall not be required may borrow up to provide access to or disclose (a) any information or documents which would (in $5,000,000 under the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be Note subject to the terms and conditions of this Agreement and the Note. Parent agrees that, if it receives a written notice from the Company during the Relending Period, it will lend all or a portion of the Confidentiality Agreementamount by which $5,000,000 exceeds the amount so borrowed by the Company on February 28, 2001 provided that, during the Relending Period, (i) the Company has executed such amendments to the Note and the Letter of Intent as Parent shall reasonably request in connection with such borrowing and obtains and delivers to Parent any consents required for such amendments and (ii) no amount borrowed under the Note shall have become due and payable for any of the reasons set forth in Paragraph 4 of the Note. The "Relending Period" means the 30 day period commencing on the date on which this Agreement is terminated by Parent and the Company pursuant to Section 7.1(a) or by the Company pursuant to Section 7.1(b), 7.1(c) or 7.1(d); provided that such termination is not due to any breach by the Company of Section 4.2.

Access to Information. Prior (a) During the period prior to the Effective Time, the Company shall afford to the officers, employees, accountants, counsel and other Representatives of Parent shall be entitledaccess to senior executives of the Company to answer Parent’s questions concerning the business, through its employees operations, financial performance, monthly key performance indicators and representatives, to have such reasonable affairs of the Company and the Company Subsidiaries and access to the assets, properties, records, business Company’s and operations each of the Company Subsidiaries’ properties, books, Contracts, commitments and records, in each case, as is reasonably necessary or appropriate requested by Parent; provided, that in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any each case, such investigation and examination access shall be conducted given at reasonable times during business hours and upon reasonable advance notice notice, and under reasonable circumstances so Parent and its Representatives shall conduct any such activities in such a manner as not to minimize disruption to interfere unreasonably with the business, operations or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements personnel of the Company or Parent contained the Company Subsidiaries (it being agreed that such access shall in this Agreement. In order that Parent may have a reasonable opportunity to make such no way include any Phase II environmental investigation or other invasive procedure or investigation, including any sampling, testing or the removal of materials from the offices and properties of the Company). Notwithstanding any provision of this Agreement to the contrary, neither the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs nor any of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company Subsidiaries shall not be required to provide access to or to disclose (a) any information if such access or documents which disclosure would (in violate or infringe on a third-party confidentiality obligation, jeopardize the reasonable judgment work product privilege or the attorney‑client privilege of the Company) be reasonably likely institution in possession or control of such information, compromise the value of any trade secret, or contravene any Law (including antitrust laws), fiduciary duty or binding agreement entered into prior to (i) constitute a waiver the date of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partythis Agreement; provided, however, that in each party such case the Company shall use its commercially reasonable best efforts to obtain any required consents minimize the effects of such restriction or, to the extent feasible and take practical to provide a reasonable alternative to such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or access. (b) if Without limitation of the foregoing, all requests for access shall be made to such Representatives of the Company as it shall designate, who shall be solely responsible for coordinating all such requests and access thereunder. Prior to the Effective Time, each of Parent and Merger Sub shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with the respective employees of the Company and the Company Subsidiaries regarding the businesses of the Company and the Company Subsidiaries, this Agreement or any of its affiliatesthe Transactions without first obtaining the consent of the Company in writing (such consent not be unreasonably withheld, delayed or conditioned). (c) No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 6.4(a), and neither Merger Sub nor Parent may rely on the one handaccuracy of any such information, and Parent or any of its affiliates, on the other hand, are adverse parties than as expressly set forth in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s representations and warranties in Article IV. (or its subsidiaries’e) properties, business and operations. The information provided pursuant to Section 6.4(a) will be used solely for the purpose of effecting the Transactions and documents so provided shall will be subject to governed by the terms of the Confidentiality Agreement.

Access to Information. Prior (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of Cathay, access, during normal business hours during the period commencing on the date hereof and prior to the Merger Effective Time, Parent shall be entitledto all of the Company's properties, through its employees and representativesbooks, to have such reasonable access to the assetscontracts, propertiesloan files, commitments, records, business officers, employees, accountants, counsel and operations of other representatives, and, during such period, the Company shall make available to Cathay all information concerning the Company's businesses, properties and personnel as is Cathay may reasonably necessary or appropriate request and shall provide Cathay with such assistance as Cathay may reasonably request in connection with Parent’s investigation of the Company planning and implementing transition arrangements (including with respect to the transactions contemplated hereby retention of officers and with respect to Parent’s integration planning and transaction structuringemployees). Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the The Company shall not be required to provide access to or to disclose (a) any information where such access or documents which disclosure would (in violate or prejudice the reasonable judgment rights of the Company's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, provided that the Company delivers to Cathay a written log notifying Cathay of the existence of, and the basis for the Company's withholding of, such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) be reasonably likely to From and after the date hereof until the earlier of the Offer Closing Date and the Merger Effective Time or the earlier termination of this Agreement, the Company shall (i) constitute invite a waiver suitable representative of the attorneyCathay, at Cathay's sole expense, to observe all non-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation confidential portions of the Company’s 's Board of Directors (or its subsidiaries’and audit committee thereof) propertiesand shareholders meetings (and shall provide such representative notice of such meetings and, business and operations. The information and documents so provided shall be subject to the terms restrictions set forth in Section 7.3(a), copies of any materials distributed to directors, committee members and shareholders relating to non-confidential portions of such meetings) and, subject to the Confidentiality Agreement.prior written consent of any applicable regulatory authority, any regulatory examination exit briefings, and

Access to Information. Prior to The Company shall afford Parent and the Parent Representatives reasonable access during the period from the Agreement Date and until the earlier of the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent Times or the Company (whether conducted prior to or after the date valid termination of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained Agreement in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period accordance with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely terms to (i) constitute a waiver all of the attorney-client or other privilege held by properties, Books and Records and Contracts of the Company or any of and its subsidiariesSubsidiaries, including all Company IP, (ii) violate any all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable Laws or Legal Requirements) of the Company and its Subsidiaries as Parent may reasonably request, and (iii) breach any agreement all Employees of the Company or any of and its subsidiaries Subsidiaries as identified by Parent (except where the Company determines, following consultation with any third party; provided, howeverlegal counsel, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as doing so would result in the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit client, attorney work product or similar privilege or protection, in which case the Company shall provide such access and information in such form, including by way of redacting sensitive information, so as to preserve such privilege or disclosure; protection while providing Parent with as much access and information as reasonably possible). The Company agrees to provide to Parent and its accountants, counsel and other Parent Representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or (b) if knowledge obtained in any investigation pursuant to this Section 5.5 or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Company Disclosure Schedule or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything conditions to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation obligations of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject parties to consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of the Confidentiality Agreementwarranty or breach of covenant.

Access to Information. Seller shall afford to Parent and its accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to their respective properties and facilities (including all real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of Seller or its independent public accountants, internal audit reports, and "management letters" from such accountants with respect to Seller's systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel of Seller as Parent shall reasonably request in connection with the transactions contemplated herein, including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt Seller's operations. Prior to the Effective TimeClosing, Seller shall generally keep Parent informed as to all material matters involving the operations and businesses of Seller. Seller shall authorize and direct the appropriate directors, managers and employees of Seller to discuss matters involving the operations and business of Seller with representatives of Parent and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or obtained by, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment "Confidential Information" for purposes of the Company’s business. No investigation by Confidentiality Agreement dated May 25, 2005 among Parent or and Seller (the Company (whether conducted prior to or after "Confidentiality Agreement"), the date terms of this Agreement) which shall diminish or obviate any of continue in force until the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order Closing; provided that Parent and Seller may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with disclose such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives be necessary in connection with such investigationseeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company Seller shall not be required to provide access disclose any information if such disclosure would contravene any applicable Law. No information provided to or disclose obtained by Parent pursuant to this Section 7.1 shall limit or otherwise affect the remedies available hereunder to Parent (a) any information including, but not limited to, Parent's right to seek indemnification pursuant to Article X), or documents which would (in the reasonable judgment of representations or warranties of, or the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything conditions to the contrary hereinobligations of, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementparties hereto.

Access to Information. Prior to During the Effective TimePre-Closing Period, Parent shall will be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company and each Company Subsidiary as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringhereby. Any such investigation and examination shall will be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances circumstances, except as may otherwise be required or restricted by Law, so as to minimize limit disruption to or impairment of the Company’s business, and the Company will cooperate fully therein. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall will diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable full opportunity to make such investigation, the Company shall will furnish the representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys Representatives to reasonably cooperate fully with such representatives of Parent in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, nothing in this Agreement or otherwise will require the Company or any Company Subsidiary to disclose any information to Parent shall if such disclosure would, upon the advice of counsel (and after notice to Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not be entitled waive such privilege with respect thereto) or (ii) contravene any applicable Law or binding agreement entered into prior to undertake the date of this Agreement (including any environmental sampling confidentiality agreement to which the Company or testing in connection with its investigation Affiliates is a party, provided that no such agreement will constrain the obligations of the Company’s Company set forth in Section 5.2); provided, further, that (A) the Company will use commercially reasonable efforts during the Pre-Closing Period to provide Parent with redacted versions of any documents withheld in accordance with clause (ii) above and (B) information will be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Laws. Any information or its subsidiaries’) properties, business and operations. The information and documents so provided shall or obtained pursuant to this Section 6.2 will be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior (a) Subject to the Effective Timeterms of the Confidentiality Agreement and applicable Laws (including COVID-19 Measures), Parent during the Interim Period, Seller shall be entitledpermit and shall cause its Subsidiaries to permit Buyer and its authorized Representatives to have reasonable access, through its during normal business hours and upon reasonable advance notice, to the management-level employees and representatives, to have such reasonable access to the assets, properties, records, business books and operations records of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of and the Business. Seller and the Company shall also furnish, or cause to be furnished, to Buyer such financial, Tax and operating data (other than in respect of any Seller Consolidated Returns) and other information with respect to the transactions contemplated hereby Company and with respect the Business and its offices, employees, businesses and operations as Buyer shall from time to Parenttime reasonably request to the extent reasonably necessary to enable Buyer to complete the Transactions. All access and investigation pursuant to this Section 6.05 shall be coordinated through the Company’s integration planning General Counsel (or such Person’s designee) and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice Buyer’s expense and under reasonable circumstances so in such a manner as not to minimize disruption to or impairment unreasonably interfere with the normal operations of the businesses of the Company’s business. No investigation by Parent or Buyer acknowledges that Seller and the Company are currently operating (whether conducted prior and intend during the Interim Period to or after operate) their respective businesses remotely and access to the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements employees and books and records of the Company and the Business may be provided on an electronic or Parent contained other remote access basis, as reasonably determined by Seller. (b) Notwithstanding anything in this Agreement. In order that Parent may have a reasonable opportunity Agreement to make such investigationthe contrary, during the Interim Period, neither Seller nor the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or to disclose (a) any data or information where such access or documents which disclosure would (in the reasonable judgment of the Company) reasonably be reasonably likely expected to (i) constitute a waiver of the jeopardize any attorney-client, accountant-client or other privilege held by of the Company or any of its subsidiariesSeller, (ii) violate contravene any applicable Laws Law, Contract or any other obligation of confidentiality, or (iii) breach relate to the Company’s sale process, including any agreement information related to proposals from other Persons relating to any other potential transaction with the Company. Seller shall (A) promptly notify Buyer if any information is withheld by reason of the exceptions in clauses (i) and (ii) of the foregoing sentence and (B) use commercially reasonable efforts to permit the sharing of any information so withheld in a manner consistent with any applicable obligation, Law, or the preservation of any such privilege. Notwithstanding anything in this Agreement to the contrary, prior to the Closing, without the prior written consent of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent which consent shall not be entitled to undertake unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any environmental sampling supplier, vendor, customer, partner or testing other business relations of the Company regarding the business, operations, assets, financial condition or prospects of the Company (other than in connection with its general industry research without reference to the Transactions) or the Transactions. In addition, prior to the Closing, Buyer shall have no right to perform any sampling, monitoring or other surface or subsurface invasive or intrusive investigation, assessment, testing or analysis of soil, groundwater, building materials, air, or other environmental media of the sort generally referred to as a Phase II environmental investigation at any of the properties or facilities of the Company without the prior written consent of the Company’s (or its subsidiaries’) properties, business and operations. The Company shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 6.05. (c) The terms of the Confidentiality Agreement shall continue in full force and effect. Buyer shall hold, and shall cause its Representatives (as defined in the Confidentiality Agreement) to hold, any Evaluation Material (as defined in the Confidentiality Agreement) and other information and documents so provided shall be subject to any of them in connection with the Transactions in confidence in accordance with the terms of the Confidentiality Agreement, which terms shall apply to Buyer as if it was a party thereto and a “Recipient” thereunder. (d) During the Interim Period, each party shall give written notice to the other party promptly (and in any event, within two Business Days), upon becoming aware of any Effect, that, if it occurred or was continuing as of the Closing Date, would reasonably be expected to (individually or in the aggregate) result in a failure of a condition set forth in Article VII. Notwithstanding the foregoing, no such notice, nor the obligation to make (or failure to make) such notice, shall affect the representations, warranties, covenants of, or the conditions to the obligations of, any party.

Access to Information. Prior (a) Between the date hereof and the Closing, the Venturers shall cause the GP, U.S. Propane and NewLP to (i) give the Effective Time, Parent shall be entitled, through Acquirer and its employees and representatives, to have such authorized representatives reasonable access to all facilities and all books and records relating to the assetsGP, propertiesU.S. Propane and NewLP, records, business (ii) permit the Acquirer and operations its authorized representatives to make such inspections of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation Assets and Properties of the Company GP and U.S. Propane as they may reasonably require to verify the accuracy of any representation or warranty contained in Article 4 and (iii) shall furnish the Acquirer and their respective authorized representatives with such financial and operating data and other information with respect to the transactions contemplated hereby GP, U.S. Propane and with respect NewLP as the Acquirer may from time to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may time reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyrequest; provided, however, that each the Venturers shall have the right to have a representative present at all times of any such inspections or examinations conducted at the offices or other facilities of the GP or U.S. Propane; and, provided further, however, that the Venturers shall not be required to cause the GP, U.S. Propane or NewLP to disclose or make available to the Acquirer any information or data the disclosure of which would violate any confidential or non-disclosure obligation (other than any obligation exclusively between or among one or more of the parties to this Agreement) to which the party shall may be subject, provided that such party will use its reasonable best commercial efforts to obtain limit the applicability of any required consents confidential or non-disclosure obligation to the extent reasonably practicable, including by (1) obtaining a waiver thereof or (2) obtaining assurances from the Acquirer that such information will remain confidential. (a) Acquirer agrees that at any time during the period commencing on the Closing Date and take ending on November 6, 2009 NewLP and its Affiliates and representatives shall have reasonable access to inspect and copy all books and records of U.S. Propane relating to the Contributed Interests and Transferred Interests (as such other reasonable action (such as terms are defined in the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilegeOriginal Contribution Agreement) to permit the extent that such access may reasonably be required in connection with matters relating to or disclosure; or affected by the operation of the Business (bas such term is defined in the Original Contribution Agreement) if prior to the Company Closing. U.S. Propane shall, and shall cause the Heritage Parties to, afford such access upon receipt of reasonable advance notice and during normal business hours. If U.S. Propane or any of its affiliatesthe Heritage Entities desire to dispose of any such books and records prior to the expiration of such period, on the one handAcquirer agrees that U.S. Propane shall, and Parent or any of shall cause such Heritage Party to, give NewLP a reasonable opportunity, at its affiliatesexpense, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretoto segregate and remove such books and records as they select. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided NewLP shall be subject solely responsible for any costs or expenses incurred by it pursuant to the terms of the Confidentiality Agreementthis Section 7.1(b).

Access to Information. Prior Subject to the last sentence of this Section 6.04, from the date hereof until the Effective TimeTime and subject to Applicable Law and the Confidentiality Agreement, Parent upon reasonable written prior notice, the Company shall be entitled(i) give to Parent, through its employees counsel, financial advisors, auditors and representatives, to have such other authorized Representatives reasonable access during normal business hours to the assetspersonnel, offices, properties, books and records (including Tax records, business and operations ) of the Company and the Company Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information as is such Persons may reasonably necessary or appropriate request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in connection with Parent’s its investigation of the Company with respect to and the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringCompany Subsidiaries. Any such investigation and examination pursuant to this Section 6.04 shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so in such manner as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements business of the Company and the Company Subsidiaries. No information or Parent contained knowledge obtained in any investigation pursuant to this AgreementSection 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereunder. In order that Parent may have a reasonable opportunity Notwithstanding anything herein to make such investigationthe contrary, under no circumstances shall the Company, the Company shall Subsidiaries or their respective Representatives be required to furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officersany person with, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not or be required to provide access to or disclose (a) any person to, information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by about the Company or any of its subsidiaries, (ii) violate the Company Subsidiaries that is prohibited by any applicable Laws Applicable Law or (iii) breach any agreement of contractual restraint enforceable upon the Company or any of its subsidiaries with the Company Subsidiaries, or where such access to information would reasonably be expected to involve the waiver of any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if provided that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in a violation of Law or any such contractual restraint or the loss or waiver of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementsuch privilege.

Access to Information. Prior to From the date hereof until the Effective Time, Parent upon reasonable prior written notice, during regular business hours and subject to Applicable Law and the Confidentiality Agreement dated October 29, 2008 between the Company and Parent, as amended on November 5, 2008 (the “Confidentiality Agreement”), the Company shall be entitled(a) give Parent, through its employees counsel, financial advisors, auditors and representatives, to have such other authorized representatives reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and its Subsidiaries (including access to perform physical examinations and to take radiation samples) as is Parent may reasonably necessary or appropriate request, (b) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct the management, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to cooperate with Parent in connection with Parent’s its reasonable investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringits Subsidiaries. Any such investigation and examination pursuant to this Section shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so in such manner as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s businessbusiness of the Company and its Subsidiaries. No investigation information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Nothing in this Section 7.03 shall require the Company (whether conducted prior i) to permit any inspection, or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (, that in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver Company would result in the disclosure of any trade secrets of Third Parties or violate any of the attorney-client or other privilege held by the Company or any of its subsidiariesCompany’s obligations with respect to confidentiality, (ii) violate to disclose any applicable Laws privileged information of the Company or its Subsidiaries or (iii) breach to disclose any agreement information the disclosure of which could, in the reasonable judgment of the company, cause competitive harm to the Company if the transactions contemplated hereby are not consummated. In no event shall the Company be required to supply pursuant to this Section 7.03 to Parent, or Parent’s representatives, any information relating to indications of interest from, or discussions with, any potential acquirers of the Company, with respect to which Section 7.04 shall apply. All requests for access to the offices or books and records of the Company or any its Subsidiaries shall be made to such representatives of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such the Company as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliatesshall designate, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided who shall be subject to the terms of the Confidentiality Agreementsolely responsible for coordinating all such requests and all access permitted hereunder.

Access to Information. Prior Subject to currently existing contractual and legal restrictions applicable to the Company (which the Company represents and warrants are not material), and upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, accountants and other authorized representatives of Parent ("Parent Representatives") reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books and records (including, subject to execution of appropriate access letters, the work papers of independent accountants), such access not to unreasonably interfere with the Company's business or operations, and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Parent Representatives all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 7.6 shall affect or be entitleddeemed to modify any of the respective representations or warranties made by the Company. Parent agrees that it will not, through its employees and representativeswill cause the Parent Representatives not to, use any information obtained pursuant to have such reasonable access this Section 7.6 for any purpose unrelated to the assets, properties, records, business and operations consummation of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Subject to the requirements of law, Parent may have a reasonable opportunity will keep confidential, and will cause the Parent Representatives to make such investigationkeep confidential, the Company shall furnish the representatives of Parent during such period with such all information and copies of such documents concerning the affairs of the Company obtained pursuant to this Section 7.6 except as such representatives may reasonably request and use its reasonable best efforts otherwise consented to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of by the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake precluded from making any environmental sampling or testing disclosure which it deems required by law in connection with the Merger. In the event Parent is required to disclose any information or documents pursuant to the immediately preceding sentence, Parent shall promptly give prior written notice of such disclosure that is proposed to be made to the Company so that Parent and the Company can work together to limit the disclosure to the greatest extent possible and, in the event that Parent is legally compelled to disclose any information, to seek a protective order or other appropriate remedy or both. Upon any termination of this Agreement, Parent will collect and deliver to the Company all documents obtained pursuant to this Section 7.6 or otherwise from the Company or its investigation Subsidiaries by Parent or the Parent Representatives then in their possession and any copies thereof. All requests for access to the Company and their Subsidiaries pursuant to this Section 7.6 shall be made through the representatives of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms Company named in Section 7.6 of the Confidentiality AgreementCompany Disclosure Statement.

Access to Information. Prior (a) The Company agrees that, after the date hereof and prior to the Effective Time, Parent shall be entitled, through its officers, employees and representativesrepresentatives (including its legal advisors and accountants), to have make such reasonable access to investigation of the assets, properties, records, business businesses and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation and the Company Subsidiaries and such examination of the books, records and financial condition of the Company with respect and the Company Subsidiaries as it reasonably requests and to the transactions contemplated hereby make extracts and with respect to Parent’s integration planning copies of such books and transaction structuringrecords. Any such investigation and examination shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances so as circumstances, and the Company shall reasonably cooperate, and shall cause the Company and the Company Subsidiaries to minimize disruption to or impairment of the Company’s businessreasonably cooperate, with all such reasonable requests. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this AgreementAgreement or the other Company Documents. In order that Parent may have a reasonable full opportunity to make such investigationphysical, the Company shall furnish the representatives business, accounting and legal review, examination or investigation as it may reasonably request of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and the Company Subsidiaries, the Company shall use its commercially reasonable best efforts to cause its the officers, employees, consultants, agents, accountants accountants, attorneys and attorneys other representatives of the Company and the Company Subsidiaries to reasonably cooperate fully with such representatives in connection with such investigationreview and examination. The Company consents to Parent contacting and/or meeting with the customers listed on Schedule 7.1 in connection with the foregoing and to discuss the Company's standing, performance and condition and issues related to the consummation of the transactions contemplated by this Agreement; provided that the Company is given reasonable advance notice and an opportunity to participate in any such contact or meeting and that the parties cooperate as to how the contact or meeting should be conducted. Notwithstanding the foregoingany other provision hereof, neither the Company nor any of the Company Subsidiaries shall not be required to provide access to or to disclose (a) any information or documents which in such a manner as would (in the reasonable judgment of the CompanyA) be reasonably likely to (i) constitute a waiver of jeopardize the attorney-client privilege of the institution in possession or other privilege held by the Company or any control of its subsidiaries, (ii) violate any applicable Laws such information or (iiiB) breach contravene any agreement of the Company Law or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementOrder.

Access to Information. Prior to From and after the Effective Time, Parent shall be entitled(and shall cause the Surviving Corporation and each of its other Affiliates to), through during normal business hours and upon reasonable prior notice, make available and provide the Representative and its employees representatives (including, without limitation, counsel and representatives, to have such independent auditors) with reasonable access to the assets, properties, records, business facilities and operations properties of the Company as is Surviving Corporation and to all information, files, documents and records (written and computer) relating to the Surviving Corporation or its business or operations for any and all periods prior to and including the Closing Date that they may reasonably necessary require with respect to any reasonable business purposes (including any Tax matter) or appropriate in connection with Parent’s any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person and shall (and shall cause the Company with respect to the transactions contemplated hereby Surviving Corporation and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreementother Affiliates to) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such the Representative and its representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of the Representative. Parent shall make tax, accounting, financial and other appropriate employees and officers of the Surviving Corporation reasonably available to the Representative and its representatives (including counsel and independent auditors), with regard to any reasonable business purpose, at no additional cost to Representative. Notwithstanding the foregoing provisions of this Section 5.2, the Surviving Corporation shall not be required to grant access or furnish information to Representative or any of its representatives to the extent that (a) such investigationinformation is subject to an attorney/client or attorney work product privilege and relates to this Agreement or (b) such access or the furnishing of such information is (i) prohibited by an existing Contract or (ii) to be used in a lawsuit or other proceeding against Parent or any of its Affiliates. Notwithstanding the foregoing, the Company Representative shall not have access to personnel records of the Surviving Corporation relating to individual performance or evaluation records, medical histories or other information that in Parent’s good faith opinion is sensitive or the disclosure of which could subject the Surviving Corporation to risk of liability; provided, that the Securityholders shall not be required prohibited from accessing such information pursuant to provide access a valid court order. All information provided pursuant to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided this Section 5.2 shall be subject to the terms and provisions of the Confidentiality Agreement.

Access to Information. Prior The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford to Parent and its Representatives, and to the Effective TimeFinancing Sources and their respective Representatives, Parent shall be entitledreasonable access, through its employees and representativesduring normal business hours, in such manner as to have such reasonable access to not unreasonably interfere with the assets, properties, records, business and operations normal operation of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company Acquired Companies (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representationsprovided, warranties, covenants or agreements of that the Company or Parent contained in this Agreement. In order that Parent its Subsidiaries, as the case may have a reasonable opportunity to make such investigationbe, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officersmake arrangements for such access in a manner that minimized the likelihood of unreasonable interference), employeesto their respective properties, consultantsbooks, agentsContracts, accountants commitments, Tax Returns, records and attorneys appropriate Representatives of the Acquired Companies, and shall furnish such Representatives with existing financial and operating data and other information concerning the affairs, business, property and personnel of the Acquired Companies as such Representatives may reasonably request; provided, that such investigation shall only be upon reasonable notice and shall be at Parent's sole cost and expense; provided, further, that nothing herein shall require the Acquired Companies to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information to Parent or documents which would (its Representatives if such disclosure would, in the reasonable judgment of the Company) be reasonably likely to , (i) constitute violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a waiver of the party or (ii) jeopardize any attorney-client or other legal privilege held by (it being agreed that, with respect to clause (i), the Company shall use reasonable efforts to cause such information to be provided in a manner that would not cause such violation or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyjeopardy; provided, howeverfurther, that each party nothing herein shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and authorize Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled Representatives to undertake any environmental testing involving sampling of soil, groundwater or testing in connection with its investigation building materials, or other similar invasive techniques at any of the Company’s (or its subsidiaries’) Acquired Companies' properties. All information obtained by Parent, business Merger Sub and operations. The information and documents so provided their respective Representatives shall be subject to the terms Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty made by the Company hereunder, or otherwise limit or affect the remedies available to Parent or Merger Sub under this Agreement. For the avoidance of doubt, neither the foregoing nor any other provision of this Agreement or the Confidentiality AgreementAgreement shall be deemed to limit any customary disclosure made by Parent, Merger Sub and their Affiliates to the Financing Sources or rating agencies in connection with efforts or activities by Parent and Merger Sub to obtain the Financing.

Access to Information. Prior to (a) During the Effective TimePre-Closing Period, (i) the Company shall afford Parent shall be entitled, through and its employees and representatives, to have such Representatives reasonable access during business hours to (A) all of the assets, properties, recordsbooks, business Contracts and operations records of the Company and each Subsidiary and (B) all other information concerning the Business, results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property) and personnel of the Company or any Subsidiary as is Parent may reasonably necessary or appropriate request and (ii) the Company shall maintain the virtual data room established in connection with Parent’s investigation of the Company this Agreement and provide Parent and its Representatives access thereto; provided that with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any clause (i), any such investigation and examination access shall be conducted at a reasonable times during time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or Nothing herein shall require the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which to Parent if such disclosure would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the jeopardize any attorney-client or other legal privilege held by (so long as the Company has reasonably cooperated with Parent to permit such inspection of or any of its subsidiaries, to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) violate contravene any applicable Laws Legal Requirement or (iii) breach any agreement fiduciary duty; provided that information shall be disclosed subject to execution of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement in customary form, and disclosure may be limited to avoid loss of attorney-client privilege) external counsel for Parent, to permit such access or disclosure; or (b) if the extent the Company or any determines doing so may be reasonably required for the purpose of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretocomplying with applicable Antitrust Laws. Notwithstanding anything With respect to the contrary hereininformation disclosed pursuant to this Section 5.4, Parent shall not be entitled comply with, and shall instruct Parent’s Representatives to undertake any environmental sampling or testing in connection with comply with, all of its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of obligations under the Confidentiality Agreement. (b) No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation, warranty, covenant, agreement or condition contained herein.

Access to Information. Prior (A) During the period from the date hereof to the Effective Time, the Company and its Subsidiaries shall authorize and permit Parent shall be entitled, through and its employees and representatives, accountants and counsel to have such reasonable full and complete access to all of the properties, books, records, operating reports, audit reports, customer accounts and records, any reports of Governmental Entities and responses thereto, operating instructions and procedures (and all correspondence with Governmental Entities), Tax Returns, Tax settlement letters, financial statements and other financial information (including the work papers, information pertaining to passed adjustments and other information supporting such work papers used to audit the financial statements) and all other information with respect to the business, affairs, financial condition, assets and liabilities of the Company and its Subsidiaries, as Parent may from time to time request, to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and its Subsidiaries, with such third persons, including, without limitation, their directors, officers, employees, agents, accountants, attorneys, customers and creditors, as Parent considers necessary or appropriate for the purposes of familiarizing itself with the assets, propertiesliabilities, records, Mortgage Loans and business and operations of the Company as is reasonably necessary or appropriate in connection and its Subsidiaries, determining compliance with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, warranties and covenants or agreements of the Company set forth herein, and obtaining any necessary orders, consents or Parent contained in approvals of the transactions contemplated by this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoingexamination and access, the Company shall not be required Parent agrees to provide access observe any confidentiality agreements known to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by it between the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement Subsidiaries and third parties related to such information. Parent shall also be authorized and permitted to meet with the employees of the Company or any of its subsidiaries Subsidiaries. The information and access contemplated by this Section 7.2(a) shall be provided during normal business hours, upon reasonable written or oral notice and in such manner as will not unreasonably interfere with the conduct of the Company's or its Subsidiaries' businesses. (B) During the period from the date hereof to the Effective Time, Parent and its Subsidiaries shall authorize and permit the Company and its representatives, accountants and counsel to have full and complete access to all of the properties, books, records, operating reports, audit reports, customer accounts and records, any reports of Governmental Entities and responses thereto, operating instructions and procedures (and all correspondence with Governmental Entities), Tax Returns, Tax settlement letters, financial statements and other financial information (including the work papers, information pertaining to passed adjustments and other information supporting such work papers used to audit the financial statements) and all other information with respect to the business, affairs, financial condition, assets and liabilities of Parent and its Subsidiaries, as the Company may from time to time request, to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of Parent and its Subsidiaries, with such third persons, including, without limitation, their directors, officers, employees, agents, accountants, attorneys, customers and creditors, as the Company considers necessary or appropriate for the purposes of familiarizing itself with the assets, liabilities, and business and operations of Parent and its Subsidiaries, determining compliance with any third party; providedof the representations, howeverwarranties and covenants of Parent set forth herein, that each party shall use its reasonable best efforts to obtain and obtaining any required necessary orders, consents or approvals of the transactions contemplated by this Agreement. In connection with such examination and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if access, the Company agrees to observe any confidentiality agreements 28 known to it between Parent or any its Subsidiaries and third parties related to such information. The Company shall also be authorized and permitted to meet with the employees of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operationsSubsidiaries. The information and documents so provided access contemplated by this Section 7.2(b) shall be subject provided during normal business hours, upon reasonable written or oral notice and in such manner as will not unreasonably interfere with the conduct of Parent's or its Subsidiaries' businesses. (C) All information furnished by the Company to Parent or its representatives pursuant hereto shall be treated as the sole property of the Company and, if the Merger shall not occur, Parent and its representatives shall return to the terms Company all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. Parent shall, and shall use its best efforts to cause its representatives to, keep confidential all such information. The obligation to keep such information confidential shall continue for five years from the Confidentiality Agreementdate the proposed Merger is abandoned and shall not apply to (I) any information which (X) was already in Parent's possession prior to the disclosure thereof by the Company; (Y) was then generally known to the public; or (Z) was disclosed to Parent by a third party not bound by an obligation of confidentiality or (II) disclosures made as required by law. Parent shall give the Company prompt notice prior to making any such disclosure so that the Company may seek a protective order or other appropriate remedy prior to such disclosure. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder Parent is nonetheless, in the opinion of its counsel, compelled to disclose information concerning the Company to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, Parent may disclose such information to such tribunal or governmental body or agency without liability hereunder. (D) All information furnished by Parent to the Company or its representatives pursuant hereto shall be treated as the sole property of Parent and, if the Merger shall not occur, the Company and its representatives shall return to Parent all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The Company shall, and shall use its best efforts to cause its representatives to, keep confidential all such information. The obligation to keep such information confidential shall continue for five years from the date the proposed Merger is abandoned and shall not apply to (I) any information which (X) was already in the Company's possession prior to the disclosure thereof by Parent; (Y) was then generally known to the public; or (Z) was disclosed to the Company by a third party not bound by an obligation of confidentiality or (II) disclosures made as required by law. The Company shall give Parent prompt notice prior to making any such disclosure so that Parent may seek a protective order or other appropriate remedy prior to such disclosure. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the Company is nonetheless, in the opinion of its counsel, compelled to disclose information concerning Parent to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Company may disclose such information to such tribunal or governmental body or agency without liability hereunder.

Access to Information. Prior to (a) During the Effective Time, Parent shall be entitled, through its employees period from the Agreement Date and representatives, to have such reasonable access to continuing until the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent Closing (or the Company (whether conducted prior to or after the date earlier termination of this Agreement) shall diminish or obviate any of the representations), warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver the Acquired Companies shall (A) afford Acquirer and its Representatives reasonable access during normal business hours to the Acquired Companies’ and each of their Subsidiaries’ properties, personnel, books, Contracts, records and accounting and financial information and systems and (B) furnish to Acquirer and its Representatives such financial and operating data and other information of the Acquired Companies and their Subsidiaries as such Persons may reasonably request. (b) [Reserved]. (c) Notwithstanding the foregoing subsection (a), the Acquired Companies may (i) withhold any attorney-client privileged communications, or other privilege held by the Company or any of its subsidiaries, (ii) violate withhold or redact any applicable Laws document or (iii) breach information, to the extent necessary to avoid violation of any agreement obligation of the Company confidentiality or waiver of any of its subsidiaries with any third partyattorney-client privilege or other legal privilege; provided, however, that, in the event that each party the Acquired Companies withholds a document or information in circumstances in which clause (i) or (ii) apply, then the Acquired Companies shall use its commercially reasonable best efforts to obtain make reasonable and appropriate substitute arrangements to provide Acquirer and its Representatives such documents or information in a manner that does not result in such violation or waiver, as applicable. Notwithstanding anything in this Agreement (other than Section 10.16) to the contrary, to the extent that any required consents and take such other reasonable action (such as information or material provided by or on behalf of Seller or any Acquired Company to Acquirer or any of its Affiliates or Representatives in connection with the entry into a joint defense agreement Transactions may include information or other arrangement material that is subject to avoid loss of any attorney-client privilege) , work product doctrine or other applicable legal privilege, the Parties acknowledge and agree that have a commonality of interest with respect to permit such access matters and that it is their desire, intention and mutual understanding that the sharing of such information or disclosure; or (b) if the Company material with Acquirer or any of its affiliates, on the one handAffiliates or Representatives is not intended to, and Parent shall not, waive or diminish in any way the confidentiality of such information or material or its continued protection under the attorney-client privilege, work product doctrine or other applicable legal privilege. All of such information and material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to protection thereunder notwithstanding any provision of such material or information to Acquirer or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything Affiliates or Representatives pursuant to the contrary herein, Parent shall not be entitled to undertake any environmental sampling this Agreement or testing otherwise in connection with the Transactions. (d) No information or knowledge obtained by Acquirer or any of its investigation Representatives during the pendency of the Company’s (Transactions in any investigation pursuant to this Section 6.8 shall affect or its subsidiaries’) propertiesbe deemed to modify any representation, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementwarranty, covenant, agreement, obligation or condition set forth herein.

Access to Information. Prior Subject to the provisions of Section 5.3, upon reasonable notice, Camco shall afford to the officers, employees, accountants, counsel and other representatives of STC, access, during normal business hours during the period prior to the Effective Time, Parent shall be entitled, through to all its employees and representatives, to have such reasonable access to the assets, properties, recordsbooks, business contracts, commitments and operations records and, during such period, Camco shall furnish promptly to STC or a designated member of the Company STC Affiliated Group (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period purs uant to SEC requirements and (b) all other information concerning its business, properties and personnel as STC or the other members of the STC Affiliated Group may reasonably request. Upon reasonable notice, STC shall provide the officers, employees, accountants, counsel and other representatives of Camco such information and materials concerning STC and the other members of the STC Affiliated Group as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company for Camco to complete its due diligence with respect to this Merger Agreement and the Transaction Agreement. Camco agrees that neither Camco nor any of its Subsidiaries or any representatives of any of the foregoing entities will use any information obtained pursuant to this Section 5.1 for any purpose unrelated to the consummation of the transactions contemplated hereby by this Merger Agreement and with respect to Parent’s integration planning and transaction structuringthe Transaction Agreement. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment STC agrees that no member of the Company’s business. No investigation by Parent STC Affiliated Group, or the Company (whether conducted prior to or after the date any representative of this Agreement) shall diminish or obviate any member of the representations, warranties, covenants or agreements STC Affiliated Group will use any information obtained pursuant to this Section 5.1 for any purpose unrelated to the consummation of the Company or Parent contained in transactions contemplated by this Merger Agreement and the Transaction Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company neither Camco nor STC shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on give the other hand, are adverse parties in a litigation, party any information that is reasonably pertinent thereto. Notwithstanding anything subject to a confidentiality agreement and that relates primarily to a party other than Camco and its subsidiaries on the contrary herein, Parent shall not be entitled to undertake any environmental sampling one hand or testing in connection with its investigation a member of the Company’s (or its subsidiaries’) properties, business and operationsSTC Affiliated Group on the other. The Confidentiality Agreements dated as of May 11, 1998 between STC and Camco (the "Confidentiality Agreements") shall apply with respect to information furnished thereunder or hereunder and documents so provided shall be subject to the terms of the Confidentiality Agreementany other activities contemplated thereby.

Access to Information. Prior At all times prior to the Effective TimeTime or the termination of this Agreement in accordance with its terms, Parent during normal business hours and upon reasonable advance notice and to the extent consistent with applicable Laws and for the purposes of the investigation of the Company or the transition of ownership thereof to Buyer, the Company shall be entitledafford Buyer, through its employees Representatives and representatives, to have such financing sources reasonable access to (i) all of the assets, properties, records, business Books and operations Records and Contracts of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation and its Subsidiaries, (ii) all other information concerning the business, assets, properties and personnel of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so its Subsidiaries as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives Buyer may reasonably request and use (iii) all Employees of the Company and its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationSubsidiaries as identified by Buyer. Notwithstanding the foregoing, the Company shall not be required to provide such access to the extent it could jeopardize any applicable attorney client privilege or disclose (a) would result in breach of any information or documents Contract to which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws Subsidiaries is a party or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyis otherwise bound; provided, however, that each party that, in the event the Company withholds or prevents any such access, it shall use its commercially reasonable best efforts to obtain provide Buyer, its Representatives and its financing sources such requested or sought information or data pursuant to a reasonable alternative accommodation. The Company agrees to provide to Buyer and its accountants, counsel, financing sources and other Representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any required consents investigation conducted pursuant to this Section 7.11 or otherwise shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and take provisions of this Agreement, or the rights of Buyer or any Indemnified Party under or arising out of a breach of this Agreement. Notwithstanding the foregoing, the Company and its Subsidiaries shall not have any obligation to provide any information or access to the financing sources of Buyer pursuant to this Section 7.11 unless and until such other reasonable action (such as the entry Persons shall have each entered into a joint defense confidentiality and non-disclosure agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if with the Company or any of its affiliates, with Buyer (with the Company as an express third party beneficiary) on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is terms reasonably pertinent thereto. Notwithstanding anything acceptable to the contrary hereinCompany (any such nondisclosure agreement, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementa “Financing NDA”).

Access to Information. Prior (a) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, each of Metamor and its Subsidiaries shall afford to PSINet and PSINet's accountants, counsel and other representatives full and reasonable access during normal business hours (and at such other times as the parties may mutually agree) to its properties, books, contracts, commitments, records and personnel and, during such period, shall furnish promptly to PSINet (i) a copy of each report, schedule and other document filed or received by it pursuant to the Effective Timerequirements of the Exchange Act and the Securities Act, Parent shall be entitledand (ii) all other information concerning its business, through properties and personnel as PSINet may reasonably request, including information regarding customers, suppliers and personnel and the opportunity to meet with such Persons to discuss their business and relations with Metamor or its employees Subsidiaries. Metamor and representatives, to have such reasonable its Subsidiaries will permit PSINet full access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringIntellectual Property Rights. Any such investigation and examination PSINet shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use conduct its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties review in a litigation, any information that is manner reasonably pertinent thereto. Notwithstanding anything calculated not to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (disrupt Metamor's or its subsidiaries’) properties, Subsidiaries' business and operations. The PSINet shall hold, and shall cause its employees, agents and representatives to hold, in confidence all "Confidential Information" in accordance with the terms of the Nondisclosure Agreement, dated March 10, 2000 between PSINet and Metamor (the "CONFIDENTIALITY AGREEMENT"), which shall remain in full force and effect in accordance with the terms thereof, including in the event of any termination of this Agreement. No investigation pursuant to this Section 7.1(a) shall limit any representation or warranty of Metamor. (b) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, PSINet shall afford to Metamor and its accountants, counsel and other representatives full and reasonable access during normal business hours (and at such other times as the parties may mutually agree) to its properties, books, contracts, commitments, records and personnel and, during such period, shall furnish promptly to Metamor (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of the Exchange Act or the Securities Act, and (ii) all other information concerning its business, properties and documents so provided personnel as Metamor may reasonably request, including information regarding customers, suppliers and personnel and the opportunity to meet with such Persons to discuss their business and relations with PSINet and its Subsidiaries. Metamor shall be subject conduct its review in a manner reasonably calculated not to disrupt PSINet's or its Subsidiaries' business and operations. Metamor shall hold, and shall cause its employees, agents and representatives to hold, in confidence all "Confidential Information" in accordance with the terms of the Confidentiality Agreement, which shall remain in full force and effect in accordance with the terms thereof, including in the event of any termination of this Agreement. No investigation pursuant to this Section 7.1(b) shall limit any representation or warranty of PSINet. (c) As soon as practicable after the date hereof, Metamor shall use its best efforts to cooperate and assist PSINet and PSINet's independent public accountants in the compilation and preparation of all financial statements and financial statement schedules of Metamor in accordance with GAAP and to obtain such reports and consents of Metamor's independent public accountants as may be necessary or deemed advisable by PSINet to comply with SEC reporting and disclosure requirements. Metamor shall deliver to PSINet's independent public accountants and/or Metamor's independent public accountants all engagement letters and management representation letters as may be reasonably requested by PSINet or such accountants. Metamor shall use its best efforts to cause its independent public accountants to cooperate with and assist PSINet and its independent public accountants in the preparation of the financial statements contemplated by this Section 7.1(c).

Access to Information. Prior to During the Effective Timeperiod commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, Parent the Company and Holdco shall be entitledafford Acquirer and its accountants, through its employees counsel and other representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment (a) all of the Company’s, Holdco’s business. No investigation by Parent or the Company and each of its Subsidiaries’ properties, books, Contracts and records and (whether conducted prior to or after the date of this Agreementb) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such all other information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request business, properties and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment personnel of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company , Holdco or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partytheir Subsidiaries as Acquirer may reasonably request; provided, however, that each party shall use its reasonable best efforts the Company reserves the right to obtain deny access to any required consents and take material that the Company reasonably believes upon advice of counsel that (i) such other reasonable action (such as the entry into a joint defense agreement or other arrangement exclusion is reasonably necessary to avoid loss of preserve attorney-client privilege) to permit such access or disclosure; privilege or (bii) if such disclosure would violate Legal Requirements, provided that, the Company and Acquirer shall cooperate in good faith to design and implement alternative procedures to enable Acquirer to evaluate any such documents or information without causing a violation or loss of privilege thereunder. No information or knowledge obtained by Acquirer during the pendency of the transactions contemplated by this Agreement in any of investigation pursuant to this Section 5.10 shall affect or be deemed to modify any representation, warranty, covenant, condition or obligation under this Agreement. Following the Closing Date, the Stockholders’ Agent and its affiliatesaccountants, on the one handcounsel and other representatives shall have reasonable access, during business hours and Parent or any of its affiliatesupon reasonable prior notice, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s and its Subsidiaries’ books and records (or its subsidiaries’) properties, business including Tax Returns filed and operations. The information and documents so provided shall be subject those in preparation with respect to the terms Pre-Closing Period) and properties and personnel for purposes of reviewing Tax Returns or defending any indemnification claim to the Confidentiality Agreement.extent that such access does not affect any attorney-client privilege of any Acquirer Indemnified Person. Table of Contents

Access to Information. Prior to From the date hereof until the MSA Effective TimeDate, Parent the Company Parties shall be entitled, through (a) afford Investor and its employees and representatives, to have such reasonable Representatives access to and the assetsright to inspect all of the Real Property, properties, assets, premises, books and records, business Contracts and operations other documents and data related to the Company at mutually acceptable times and without undue disruption to the Ordinary Course of Business of the Company or interference with the Company’s contractual relationships; (b) furnish Investor and its Representatives with such legal, financial, operating and other data and information related to the Company as is Investor or any of its Representatives may reasonably necessary or appropriate request; and (c) cooperate with Investor in connection with Parent’s its investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any Company; provided, however that any such investigation and examination shall be conducted at reasonable times during normal business hours upon reasonable advance notice to Company Parent, under the supervision of Company Parent’s designated Representatives and under reasonable circumstances so in such a manner as not to minimize disruption to or impairment interfere with the conduct of the Company’s business. No investigation by Parent Business or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements other businesses of the Company or Parent contained in Company Parent. All requests by Investor for access pursuant to this Agreement. In order that Section 5.2 shall be submitted or directed exclusively to [PERSONAL INFORMATION REDACTED] or such other individuals as Company Parent may have a reasonable opportunity designate in writing from time to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretotime. Notwithstanding anything to the contrary hereinin this Agreement, Parent no Company Party shall be required to disclose any information to Investor if such disclosure would, in Company Parent’s reasonable discretion: (w) cause significant competitive harm to a Company Party and its businesses, including the Business, if the transactions contemplated by this Agreement are not be entitled consummated; (x) jeopardize any attorney-client privilege; (y) contravene any applicable Law, fiduciary duty or material binding agreement entered into prior to undertake any environmental sampling the date of this Agreement; or testing (z) reveal bids received from third parties in connection with its investigation transactions similar to those contemplated by this Agreement and any written analysis (including financial analysis) relating to such bids. Prior to the MSA Effective Date, without the prior written consent of a Company Party and unless in the presence of a designated Representative of Company Parent, Investor shall not contact or otherwise communicate with any employee of a Company Party or any third party contracting with the Company and Investor shall have no right to perform invasive or subsurface investigations of the Company’s (or Real Property. Investor shall, and shall cause its subsidiaries’) propertiesRepresentatives to, business and operations. The information and documents so provided shall be subject to abide by the terms of the Confidentiality Agreement.Agreement with respect to any access or information provided pursuant to this

Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (i) give to Parent and its counsel, financial advisors, auditors and other authorized Representatives, in each case who shall be subject to the Effective TimeConfidentiality Agreement, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assetsoffices, properties, records, business books and operations records of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during normal business hours upon reasonable advance notice two (2) Business Days prior written notice, (ii) furnish to Parent and under reasonable circumstances so as to minimize disruption to or impairment of its Representatives such financial and operating data and other information that is in the Company’s business. No investigation by Parent or the Company (whether conducted prior to its Subsidiary’s or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company their respective Representatives’ possession as such representatives Persons may reasonably request and use (iii) instruct its reasonable best efforts to cause its officers, employees, consultantscounsel, agentsfinancial advisors, accountants auditors and attorneys other Representatives to reasonably cooperate with the other party in its investigation. Any investigation pursuant to this Section shall be conducted in such representatives manner as not to interfere unreasonably with the conduct of the business of the Company. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder. Parent acknowledges that the information provided to it and its Representatives in connection with such investigation. Notwithstanding the foregoingthis Agreement, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in Ancillary Documents and the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided Contemplated Transactions shall be subject to the terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement are hereby incorporated herein by reference. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, the Company shall not be required to disclose any information to Parent or its Representatives if such disclosure would, in the Company’s reasonable discretion: (x) cause competitive or other economic harm to the Company, its Subsidiaries and their respective businesses if the transactions contemplated by this Agreement were not to be consummated; (y) jeopardize any attorney-client privilege; or (z) breach any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, unless otherwise provided in this Agreement, without the prior written consent of the Company, which consent may not be unreasonably withheld, conditioned or delayed, Parent and its Representatives shall not contact any suppliers to or employees, customers, members or lenders of, the Company or any of its Subsidiaries and Parent shall have no right to perform invasive or subsurface investigations of the real property owned or leased by the Company or its Subsidiaries.

Access to Information. Prior During the Pre-Closing Period, the Company and its Subsidiaries shall afford Solera and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, books and records, business senior management and operations other Representatives of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of and its Subsidiaries; provided, however, that the Company with respect may restrict or otherwise prohibit access to any portion of any documents or information to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order extent that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) access to such documents or information or documents which would (in the reasonable judgment give rise to a material risk of the Company) be reasonably likely to (i) constitute a waiver of the waiving any attorney-client privilege, work product doctrine or other privilege held by applicable to such documents or information, or (c) access to a Contract to which the Company or any of its subsidiariesSubsidiaries is a party or otherwise bound would violate or cause a default under, (ii) or give a third party the right terminate or accelerate the rights under, such Contract; provided, further that the Company and its Subsidiaries shall use reasonable efforts to cooperate with Solera to reach an acceptable solution to make such documents and information available in full. In the event that the Company and its Subsidiaries do not provide access or information in reliance on the preceding sentence, the Company and SRS shall use their reasonable best efforts to communicate the applicable information to Person requesting access thereto in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 4.3 shall be conducted during normal business hours in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any applicable Laws property or (iii) breach any agreement assets of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts Subsidiaries. Any access to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss properties of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided Subsidiaries shall be subject to the terms Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 4.3 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the Confidentiality Agreement.foregoing to prepare any reports, analyses, appraisals, opinions or other information. The Company shall deliver to Solera, for each month ending during the Pre-Closing Period, unaudited consolidated balance sheets and related statements of income of the Company and its Subsidiaries for such month in form consistent with past practice, no later than twenty (20) days after the end of such month. ‑17‑ 4.4

Access to Information. Prior (a) Subject to applicable law and to the terms and conditions of the Confidentiality Agreement dated March 23, 2000 between the Company and Parent (the "Confidentiality Agreement"), the Company and its subsidiaries shall afford to Parent and Subsidiary and Parent's accountants, counsel, financial advisors and other representatives (the "Parent Representatives") reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective TimeTime to all of the Company's properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to Parent or the Parent Representatives (i) a copy of each report, schedule and other document filed by the Company pursuant to the requirements of federal or state securities laws or filed by the Company with the SEC in connection with the transactions contemplated by this Agreement, and (ii) such other information concerning the Company's business, properties and personnel as Parent shall reasonably request; provided, that the Company in responding to requests from Parent or any Parent Representative for access to records or other information of a confidential and competitively sensitive nature may, prior to expiration or termination of the waiting period under the HSR Act, limit such access to the Parent's outside accountants, counsel, financial advisors and other outside representatives. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold in strict confidence all nonpublic documents and information furnished to Parent, Subsidiary and any Parent Representative in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. (b) If this Agreement is terminated, Parent shall be entitled, through its employees and representatives, to have such reasonable access promptly redeliver to the assetsCompany all nonpublic written material provided pursuant to this Section 8.1 and shall not retain any copies, propertiesextracts or other reproductions in whole or in part of such written material. In such event all documents, recordsmemoranda, business notes and operations of other writings (including all electronic versions thereof) prepared by Parent based on the Company as is reasonably necessary or appropriate information in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination material shall be conducted at reasonable times during business hours upon reasonable advance notice destroyed (and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officersthe Parent Representatives to similarly destroy the documents, employeesmemoranda and notes), consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose destruction (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its and reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilegeefforts) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementcertified in writing by an authorized officer supervising such destruction.

Access to Information. Prior Subject to compliance by Buyer with its obligation under Section 11.2, Seller shall cause the Company and its Subsidiaries to afford to the Effective Timeofficers, Parent shall be entitled, through its employees and representativesauthorized representatives of Buyer (including independent public accountants, to have such financial advisors, environmental consultants and attorneys) reasonable access upon reasonable notice during normal business hours to the assetsoffices, properties, records, appropriate employees and business and operations financial records of the Company as is and its Subsidiaries to the extent Buyer shall reasonably deem necessary or appropriate in connection with Parent’s investigation desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company and its Subsidiaries as shall be reasonably requested, including all such information as shall be necessary to enable Buyer or its representatives to verify the accuracy of the Company with respect to the transactions contemplated hereby representations and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent warranties contained in this Agreement. In order , to verify that Parent may the covenants of Seller contained in this Agreement have a reasonable opportunity been complied with and to make such investigationdetermine whether the conditions set forth in Article VII have been satisfied; provided, however, that after consultation with Buyer, the Company shall furnish may restrict access and provision of information to the representatives of Parent during such period with such information and copies of such documents concerning the affairs of extent the Company as such representatives may reasonably request and use its reasonable best efforts believes (after consultation with counsel) necessary to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information comply with existing confidentiality agreements with third parties, or documents which would (in the reasonable judgment of the Companyb) be reasonably likely to (i) constitute a waiver of the attorney-client or other preserve legal privilege held by that the Company or any of its subsidiariesSubsidiaries otherwise would be entitled to assert, if the Company reasonably believes (iiafter consultation with counsel) violate that undermining such privilege would materially and adversely affect the Company’s position in any applicable Laws pending, or what the Company believes in good faith (iiiafter consultation with counsel) breach any agreement is likely to be future, litigation. Buyer agrees that such investigation shall be conducted in such a manner as to not interfere unreasonably with the normal operations of the Company and its Subsidiaries. No investigation made by Buyer or its representatives hereunder shall affect the representations and warranties of Seller hereunder. Notwithstanding the foregoing, neither Buyer nor any of its subsidiaries with any third party; providedrepresentatives, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation a Phase I environmental assessment, shall undertake any sampling of environmental media or building materials without the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms prior written consent of the Confidentiality AgreementSeller.

Access to Information. Prior Subject to currently existing contractual and legal restrictions applicable to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives (and shall cause each of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts Subsidiaries to) afford to cause its officers, employees, consultants, agentscounsel, accountants and attorneys other authorized representatives of Parent ("Parent Representatives") reasonable access, during normal business hours throughout the period prior to the Closing Date, to its properties, books and records (including, subject to execution of customary access letters, the work papers of independent accountants), such access not to unreasonably interfere with the Company's business or operations, and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Parent Representatives all information concerning its business, properties and personnel as may reasonably be requested, including but not limited to all purchase order and customer order logs. In addition, Parent Representatives may conduct, within the two-week period prior to the Closing Date expected by Parent, a complete investigation of the Company's financial and other records and accounts (including but not limited to the work papers of the Company's independent accountants), and Company will permit and cooperate with such representatives in connection fully with such investigation. Notwithstanding the foregoingParent may further conduct, and the Company will permit and cooperate fully with, environmental audits of the Company's Cedar Rapids and Lisle facilities. The Company shall, at its discretion which shall not be required unreasonably withheld, introduce Parent Representatives to provide access the Company's principal suppliers, customers, dealers and employees to or disclose (a) any information or documents which would (facilitate discussions between such persons and Parent in the reasonable judgment regard to Parent's conduct of the Company) be reasonably likely to (i) constitute a waiver of business following the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement Closing Date. The officers and management of the Company or any agree to cooperate with the Parent Representatives and agents and to make themselves available to the extent necessary to complete the Parent Representatives' investigation process and the closing of its subsidiaries with any third partythe Merger. All information obtained pursuant to this Section 6.6 shall be subject to the Confidentiality Agreement, which shall remain in full force and effect until consummation of the Merger or, if the Merger is not consummated, for the period specified therein; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if neither Parent nor the Company shall be precluded from making any disclosure which it deems required by law or applicable rule or regulation of any Governmental Authority or self-regulatory organization in connection with the Merger. Parent acknowledges the Company's interest that the Parent Representatives' investigations be as discreet as possible and not unduly disrupt the operations of its affiliates, on the one handCompany, and Parent or any of its affiliates, on will work diligently to complete the other hand, are adverse parties Parent Representatives' investigations in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything timely manner so long as the Company cooperates in making the records and personnel available to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementa timely fashion.

Access to Information. Prior From and after the date hereof until the Closing Date or the earlier termination of this Agreement, each of the Xxxxxx Health Parties shall, and shall cause each of their respective officers, employees and agents to (a) give the MPT Parties and their Representatives reasonable access upon reasonable notice and during times mutually convenient to the Effective Time, Parent shall be entitled, through its employees MPT Parties and representatives, to have such reasonable access senior management of the Xxxxxx Health Parties to the assetsFacilities, properties, recordsemployees, business books and operations records of the Company Xxxxxx Health Parties as is from time to time may be reasonably necessary or appropriate in connection with Parent’s investigation of requested, (b) permit the Company with respect to the transactions contemplated hereby MPT Parties and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity their Representatives to make such investigation, the Company shall furnish the representatives of Parent during such period with such information inspections and to make copies of such documents concerning the affairs of the Company books and records as such representatives they may reasonably request require, and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants (c) furnish the MPT Parties and attorneys to reasonably cooperate their Representatives with such representatives in connection with such investigationfinancial and operating data as the MPT Parties may from time to time reasonably request. Notwithstanding the foregoing, neither Xxxxxx Health nor any of the Company EHI Subsidiaries shall not be required to provide access to or to disclose (a) information where such access or disclosure would contravene any information law, rule, regulation, order, judgment, decree, or documents which binding agreement entered into prior to the date of this Agreement or would (reasonably be expected to violate or result in the reasonable judgment a loss or impairment of the Company) be reasonably likely to (i) constitute a waiver of the any attorney-client or other privilege held work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any such investigation by the Company or MPT Parties shall not unreasonably interfere with any of its subsidiaries, (ii) violate any applicable Laws the businesses or (iii) breach any agreement operations of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretoXxxxxx Health Parties. Notwithstanding anything to the contrary hereinin this Agreement, Parent neither the MPT Parties nor their Representatives shall have any contact whatsoever with respect to the Xxxxxx Health Parties or with respect to the transactions contemplated by this Agreement with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Xxxxxx Health Parties, except in consultation with Xxxxxx Health and then only with the express prior approval of Xxxxxx Health, which approval shall not be entitled to undertake any environmental sampling unreasonably withheld, conditioned or testing in connection with its investigation of delayed. All requests by the Company’s (MPT Parties for access or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject submitted or directed exclusively to the terms of the Confidentiality Agreementan individual or individuals to be designated by Xxxxxx Health.

Access to Information. Prior From the date hereof until the Closing, the Company shall (i) give Parent and its counsel, financial advisors, auditors and other authorized representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and the Subsidiaries, including access to each Owned Real Property and Leased Real Property for purposes of conducting Phase I and Phase II environmental site assessments, (ii) furnish to Parent and the Parent Representatives such financial and operating data and other information as is such Persons may reasonably necessary or appropriate request and (iii) instruct its employees, counsel and financial advisors to cooperate with Parent in connection with Parent’s investigation of the business of the Company with respect and the Subsidiaries; provided that any information provided to Parent or the Parent Representatives pursuant to this Section 8.03 shall be subject to the transactions contemplated hereby Company Confidentiality Agreement; and provided further that no investigation pursuant to this Section 8.03 or otherwise in connection with respect to Parent’s integration planning this Agreement and transaction structuringthe other Transaction Agreements shall affect any representation or warranty given by the Company or any Principal Stockholder hereunder. Any such investigation and examination pursuant to this Section 8.03 shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so in such manner as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements business of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, and the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationSubsidiaries. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company shall not be required and the Subsidiaries relating to provide access to individual performance or disclose (a) any evaluation records, medical histories or other information or documents which would (in the reasonable judgment Company’s good faith opinion is sensitive or the disclosure of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by which could subject the Company or any Subsidiary to risk of its subsidiariesliability. From the date hereof until the Closing, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or and each Principal Stockholder shall furnish and shall cause each Subsidiary to furnish to Parent copies of any of its subsidiaries with any third party; providednotices, howeverdocuments, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement requests, court papers or other arrangement to avoid loss of attorney-client privilege) to permit such access materials received from any governmental agency or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything third party with respect to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementTransactions.

Access to Information. Prior From the date hereof until the Closing Date, subject to Applicable Law and subject to any applicable privileges (including attorney-client privilege and any privilege applicable to examinations conducted by any Governmental Authorities) and confidentiality obligations (whether contractual, statutory or other), Seller will (a) give, and will cause the Effective TimeCompany and each of its Subsidiaries to give, Parent shall be entitledBuyer, through its employees counsel, financial advisors, auditors and representatives, to have such other authorized representatives (“Representatives”) reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and its Subsidiaries and to the books and records of Seller relating to the Company and its Subsidiaries as is such Persons may reasonably necessary or appropriate request, (b) furnish, and will cause the Company and each of its Subsidiaries to furnish, to Buyer and its Representatives such financial and operating data and other information relating to the Company and its Subsidiaries as such Persons may reasonably request and (c) instruct the employees, counsel and financial advisors of Seller, the Company and its Subsidiaries to cooperate with Buyer in connection with Parent’s its investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringits Subsidiaries as such Persons may reasonably request. Any such investigation and examination pursuant to this Section shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so in such manner as not to minimize disruption to or impairment interfere unreasonably with the conduct of the Company’s business. No investigation by Parent or business of Seller and its Affiliates, including the Company (whether conducted prior and its subsidiaries; provided that if under Applicable Law, applicable privileges or confidentiality obligations would prohibit such disclosure or Buyer’s access to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationinformation, the Company parties shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationmake appropriate substitute disclosure arrangements. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company shall not be required and its Subsidiaries relating to provide access to individual performance or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client evaluation records, medical histories or other privilege held by information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its subsidiariesSubsidiaries to risk of liability. For the avoidance of doubt, (ii) violate any applicable Laws or (iii) breach any agreement all confidential information of Seller and its Affiliates, including the Company or any of and its subsidiaries with any third party; providedSubsidiaries, however, that each party to which Buyer and its Representatives have access pursuant to this Section 5.02 shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be remain subject to the terms of the Confidentiality Agreement.

Access to Information. Prior to (a) During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, Parent (i) the Company shall be entitled, through afford Acquirer and its employees and representatives, to have such Representatives reasonable access during business hours (following reasonable advance notice and in a reasonable manner to minimize material disruption to the assets, Company’s normal operations) to (A) the Company’s properties, recordspersonnel, business books, Contracts and operations records and (B) all other information concerning the business, properties and personnel of the Company as is Acquirer may reasonably necessary or appropriate in connection with Parent’s investigation of request and (ii) the Company with respect shall provide to the transactions contemplated hereby Acquirer and with respect to Parent’s integration planning its Representatives true, correct and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment complete copies of the Company’s business. No investigation by Parent (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 (whether conducted prior D) receipts for any Taxes paid to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretoforeign Tax Authorities. Notwithstanding anything to the contrary hereinin the foregoing: (i) the Company may restrict such access to the extent that any Applicable Law requires the Company to restrict or prohibit such access; and (ii) in no event shall the Company be obligated to provide any information the disclosure of which would jeopardize any legal privilege available to the Company relating to such information (provided that the Company shall use commercially reasonable efforts to provide such information in a manner that would not adversely affect any such legal privilege, Parent including by entering into customary joint defense agreements or similar agreements with Acquirer with respect thereto). (b) Subject to compliance with Applicable Law, from the Agreement Date until the earlier of the termination of this Agreement and the Closing, the Company shall not be entitled confer from time to undertake time as requested by Acquirer with one or more Representatives of Acquirer to discuss any environmental sampling material changes or testing developments in connection with its investigation the operational matters of the Company and the general status of the ongoing operations of the Company’s . (c) No information or its subsidiaries’knowledge obtained by Acquirer during the pendency of the Transactions in any investigation pursuant to this Section 5.7 shall affect or be deemed to modify any representation, warranty, covenant, agreement, obligation or condition set forth herein. (d) propertiesWithin five days following the Agreement Date, business and operations. The information and the Company shall deliver to Acquirer one or more DVDs or other digital media evidencing the documents so provided that were made available, which shall be subject indicate, for each document, the date that such document was first uploaded to the terms of the Confidentiality Agreementdata room.

Access to Information. Prior During the period commencing with the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to its terms and the Closing, (i) MJP shall afford the Buyer Group and their respective officers, authorized employees, accountants, counsel and other authorized representatives reasonable access during normal business hours to the Effective TimeBusiness Assets and Business Employees, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations as any member of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives Buyer Group may reasonably request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation or that are imposed by Law) and use its reasonable best efforts (ii) Tower shall afford to cause its the Seller Group and their respective officers, authorized employees, consultantsaccountants, agentscounsel and other authorized representatives reasonable access during normal business hours to information regarding Tower’s business, accountants financial condition and attorneys results of operations, as any member of the Buyer Group may reasonably request (subject to any limitations that are reasonably cooperate with such representatives in connection with such investigationrequired to preserve any applicable attorney-client privilege or third-party confidentiality obligation or that are imposed by Law). Notwithstanding the foregoing, without the Company prior written consent of Micron, no member of the Buyer Group shall not be required to provide access contact any Business Employee or any suppliers to or disclose (a) any information or documents which would (in the reasonable judgment customer of the Company) be reasonably likely Business in connection with or pertaining to (i) constitute a waiver any subject matter of the attorney-client or other privilege held by the Company this Agreement or any of its subsidiariesthe Ancillary Agreements, (ii) violate any applicable Laws or (iii) breach any agreement it being expressly understood that the Parties contemplate that discussions between the Buyer Group and certain key Business Employees and suppliers of the Company Business will occur prior to the Closing and that MJP will use its commercially reasonable efforts to facilitate such discussions. For purposes of clarity, the parties agree that if Micron grants its prior written consent for any member of the Buyer Group to contact any suppliers to the Business in connection with or pertaining to any subject matter of this Agreement or any of its subsidiaries the Ancillary Agreements in accordance with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigationforegoing sentence, any information that is reasonably pertinent thereto. Notwithstanding anything to additional contact by any such member of the contrary herein, Parent Buyer Group with such supplier for such purposes shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementrequire additional consent by Micron.

Access to Information. Prior Subject to compliance with applicable Laws and the terms of any existing Contracts, each Party (the “Providing Party”) will afford to the other Party and its Representatives (the “Accessing Party”) until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, Parent shall be entitled, through its employees and representatives, to have such reasonable continuing access to the assetsCompany Diligence Information or Purchaser Diligence Information, as applicable, and reasonable access during normal business hours and upon reasonable notice, to the Providing Party’s and its subsidiaries’ businesses, properties, recordsbooks and records and such other data and information as the Accessing Party may reasonably request, business and operations as well as to its management personnel, provided however that (a) such access shall not unduly interfere with the ordinary conduct of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation businesses of the Company with respect to the transactions contemplated hereby Providing Party and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable (b) other than in circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide where access to or disclose (a) disclosure of any information or documents which would (not result in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) , the Providing Party shall not have any obligation in response to permit such a request by the Accessing Party to provide access to or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, otherwise disclose any information that is reasonably pertinent theretoor documents subject to attorney-client privilege. Notwithstanding anything Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation ordinary conduct of the business of the Company’s (or , the Company and its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject subsidiaries will also make available to the terms Purchaser and its Representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Purchaser and the Company and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser and the Company each acknowledge that all information provided to it under this Section 4.2, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of a Party, whether under this Section 4.2 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

Access to Information. Prior (a) BOP will afford, upon reasonable notice, to GBB and its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of their business, operations, properties, books, files and records and will do everything reasonably necessary to enable GBB and its representatives, counsel, accountants, agents and employees to make a complete examination of the Effective Timefinancial statements, Parent business, assets and properties of BOP and the condition thereof and to update such examination at such intervals as GBB shall deem appropriate. Such examination shall be entitledconducted in cooperation with the officers of BOP and in such a manner as to minimize any disruption of, through its employees and representativesor interference with, the normal business operations of BOP. Upon the request of GBB, BOP will request Xxxxxxxxxx to have such provide reasonable access to the assets, properties, records, business and operations representatives of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation PwC working on behalf of the Company GBB to auditors' work papers with respect to the business and properties of BOP, including tax accrual work papers prepared for BOP during the preceding 60 months, other than (a) books, records and documents covered by the attorney- client privilege, or that are attorneys' work product, and (b) books, records and documents that BOP is legally obligated to keep confidential. No examination or review conducted under this section shall constitute a waiver or relinquishment on the part of GBB of the right to rely upon the representations and warranties made by BOP herein; provided, that GBB shall disclose to BOP any fact or circumstance it may discover which GBB believes renders any representation or warranty made by BOP hereunder incorrect in any respect. GBB covenants and agrees that it, its subsidiaries, and their respective representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning BOP so obtained from any of them (except to the extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement and Prospectus or any of the public information of any applications required to be filed with any Governmental Entity to obtain the approvals and consents required to effect the transactions contemplated hereby hereby), and with respect to Parent’s integration planning and transaction structuring. Any if the transactions contemplated herein are not consummated, such investigation and examination confidence shall be conducted at reasonable times during business hours upon reasonable advance notice maintained and under reasonable circumstances so as all such documents shall be returned to minimize disruption BOP. (b) A representative of GBB, selected by GBB in its sole discretion, shall be authorized and permitted to review each loan, lease, or impairment of the Company’s business. No investigation other credit funded or renewed by Parent or the Company (whether conducted prior to or BOP after the date hereof, and all information associated with such loan, lease or other credit, such review to take place, if possible, on BOP's premises. (c) A representative of this Agreement) GBB, selected by GBB in its sole discretion, shall diminish or obviate any be permitted by BOP to attend, but not otherwise participate in, all regular and special Board of Directors' and committee meetings of BOP from the date hereof until the Effective Time of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyMerger; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take the attendance of such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent representative shall not be entitled to undertake permitted at any environmental sampling meeting, or testing in connection with its investigation portion thereof, for the sole purpose of discussing the Company’s (transactions contemplated by this Agreement or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms obligations of the Confidentiality BOP under this Agreement.

Access to Information. Prior (a) Subject to Law and the Confidentiality Agreement, during the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 7.01, Company shall, and shall cause each of its Company Subsidiaries to, upon reasonable notice, afford Parent and Purchaser, and their respective counsel, accountants, consultants and other authorized representatives, full and complete access during normal business hours to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assetsemployees, properties, records, business books and operations records of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the and its Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances Subsidiaries so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent they may have a reasonable the opportunity to make such investigation, the Company investigations as they shall furnish the representatives desire of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partySubsidiaries; provided, however, that such investigation shall not affect the representations and warranties made by Company in this Agreement (provided that if Company can prove by a preponderance of the evidence that Parent or Purchaser had Knowledge of a breach or violation of a covenant or warranty by Company as of or prior to the date of this Agreement or at Closing, as applicable, then such breach or violation shall not constitute a breach of such representation, covenant or warranty by Company). In addition, if Parent or Purchaser can prove by a preponderance of the evidence that Company had Knowledge of a breach or violation of a covenant or warranty by Parent or Purchaser as of or prior to the date of this Agreement or at Closing, as applicable, then such breach or violation shall not constitute a breach of such representation, covenant or warranty by the Parent or Purchaser. Company shall furnish as promptly as practicable to Parent and Purchaser a copy of each party form, report, schedule, statement, registration statement and other document filed by it or its Company Subsidiaries during such period pursuant to the requirements of federal or state securities Laws or the DGCL. Company agrees to cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Purchaser shall use its reasonable best efforts from time to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or time reasonably request. (b) if Subject to Law, during the Company or any of its affiliates, period commencing on the one hand, date hereof and Parent or any of its affiliates, ending on the other hand, are adverse parties in a litigation, any information that earlier of (i) the Closing Date and (ii) the date on which this Agreement is reasonably pertinent thereto. Notwithstanding anything terminated pursuant to the contrary hereinSection 7.01, Parent shall not be entitled cause its officers and employees to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The furnish such information and documents so provided respond to such inquiries as Company shall be subject from time to the terms of the Confidentiality time reasonably request regarding post-closing integration and operational issues and issues arising under this Agreement.

Access to Information. Prior (a) Upon reasonable prior notice and subject to applicable law, the Company shall, and shall cause each of its Subsidiaries to, afford to the directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (collectively “Representatives”) of Parent access, during normal business hours during the period prior to the Effective Time, Parent shall be entitled, through to all its employees and representatives, to have such reasonable access to the assets, properties, books, contracts, commitments and records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultantsaccountants, agentscounsel and other representatives, accountants in each case in a manner not unreasonably disruptive to the operation of the business of the Company and attorneys its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably cooperate with such representatives in connection with such investigationrequest. Notwithstanding At the foregoingrequest of Parent, the Company shall not use its commercially reasonable efforts to comply with its obligations under the preceding sentence by providing electronic access to such documents and information on the online data room established by the Company prior to the date hereof. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose (a) any information where such access or documents which disclosure would (in A) violate or prejudice the reasonable judgment rights of the Companyits customers or employees, (B) be reasonably likely to (i) constitute a waiver of jeopardize the attorney-client privilege of the institution in possession or other privilege held by the Company or any control of its subsidiariessuch information, (iiC) contravene, violate or breach any applicable Laws law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement in the ordinary course of business consistent with past practice or (iiiD) breach any agreement be adverse to the interests of the Company or any of its subsidiaries with Subsidiaries in any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as pending or threatened litigation between the entry into a joint defense agreement or other arrangement to avoid loss parties hereto over the terms of attorney-client privilege) to permit such access or disclosure; or this Agreement. (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The All information and documents so provided materials furnished pursuant to this Agreement shall be subject to the terms provisions of the Confidentiality Agreement, dated January 19, 2012, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Section 4.

Access to Information. Prior (a) Subject to the Confidentiality Agreement dated as of March 17, 1999, between SCHWAB and UST (as it may be amended from time to time, the "Confidentiality Agreement"), UST and the UST Subsidiaries shall afford SCHWAB, and XXXXXX'x officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time, Parent shall be entitled, through Time or the termination of this Agreement to all its employees and representatives, to have such reasonable access to the assets, properties, recordsbooks, business contracts, commitments, personnel and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any records and, during such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representationsperiod, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company UST shall furnish the representatives promptly to SCHWAB (a) a copy of Parent each report, schedule, registration statement and other document filed by UST or its Subsidiaries during such period with such pursuant to the requirements of United States Federal or state banking or securities laws and (b) all other information concerning UST's or its Subsidiaries' business, properties and copies of such documents concerning the affairs of the Company personnel as such representatives SCHWAB may reasonably request request. Except as required by law, SCHWAB will hold, and use its reasonable best efforts to will cause its officers, employees, consultantsaccountants, agentscounsel, accountants financial advisors and attorneys other representatives and affiliates to hold, any nonpublic information received from UST, directly or indirectly, in accordance with the Confidentiality Agreement. (b) Subject to the Confidentiality Agreement, SCHWAB agrees to provide to UST, from time to time prior to the Effective Time or termination of this Agreement, such information as UST shall reasonably cooperate request with such respect to SCHWAB and its business, financial condition and operations. Except as provided by law, UST will hold, and will cause its officers, employees, accountants, counsel, financial advisors and other representatives to hold, any nonpublic information received from SCHWAB, directly or indirectly, in connection accordance with such investigation. Notwithstanding the foregoing, the Company Confidentiality Agreement. (c) Neither SCHWAB nor UST nor any of their respective Subsidiaries shall not be required to provide access to or to disclose (a) any information where such access or documents which disclosure would (in violate or prejudice the reasonable judgment rights of SCHWAB or UST, as the Company) be reasonably likely to (i) constitute a waiver of case may be, customers, jeopardize the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of its subsidiaries with any third party; provided, however, that each party this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) No investigation by either of the parties or their respective representatives shall use its reasonable best efforts to obtain any required consents affect the representations and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss warranties of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary set forth herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior The Company will provide Parent and its accountants, counsel and other representatives (a) reasonable access during normal business hours and upon prior reasonable notice to the Effective Time, Parent shall be entitled, through its employees and representatives, Company to have such reasonable access to all (i) of the assets, properties, recordsbooks, business Contracts, commitments and operations records of the Company, including all Company Intellectual Property; (ii) other reasonably available information concerning the business, properties and personnel (subject to restrictions imposed by applicable Law) of the Company as is Parent may reasonably necessary or appropriate request; and (iii) Employees as identified by Parent; and (b) copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request, in each case of clauses “(a)” and “(b)” solely in connection with Parent’s investigation of the Company with respect efforts to consummate the transactions contemplated hereby and by this Agreement; provided, that such access does not interfere with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during the normal business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment operations of the Company’s business. No investigation by Parent , or the Company (whether conducted prior to allow for any invasive or after the date of this Agreement) shall diminish subsurface sampling, testing or obviate any investigations of the representations, warranties, covenants properties or agreements facilities of the Company or Parent Company. Notwithstanding anything to the contrary contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoingSection 6.2, the Company shall not be required to provide access to or disclose (a) any information in breach or documents which would (violation of confidentiality obligations under any Contracts, but the Company shall be required to disclose to Parent as much information as it can without violating such confidentiality obligations and shall promptly notify Parent if any information requested or otherwise required to be provided pursuant to this Section 6.2 is subject such confidentiality obligations. No information or knowledge obtained in any investigation pursuant to this Section 6.2 or otherwise will affect or be deemed to amend or modify any representation or warranty set forth herein, the reasonable judgment Disclosure Letter, the conditions to the obligations of the Company) parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise limit, affect or prejudice in any way the rights and remedies of Parent. All requests for information made pursuant to this Section 6.2 must be reasonably likely directed to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement designated officer of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts such Person as may be designated from time to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of time by the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementofficers.

Access to Information. Prior to (a) As long as the Effective Timetransaction contemplated herein has not been terminated, Parent shall be entitledthe Bank will afford the Company, through its employees and representatives, counsel, accountants, agents and employees including the underwriter selected to have such reasonable assist in the issuance of the common stock contemplated in Section 9.1(iii) and its counsel (collectively "Company Representatives"), access during normal business hours to the assetsall of its business, operations, properties, personnel books, files and records and will do everything reasonably necessary to enable the Company and the Company Representatives to make a complete examination of the financial statements, books, records, business loans and operations leases, operating reports, audit reports, contracts and documents, and all other information with respect to assets and properties of the Company Bank and the condition thereof, and to update such examination at such intervals as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company shall deem appropriate. Such access shall include reasonable access by the Company and the Company Representatives to auditors' work papers with respect to the transactions contemplated hereby business and with respect properties of the Bank, other than (i) books, records and documents covered by the attorney-client privilege, or which are attorneys' work product, and (ii) books, records and documents that the Bank is legally obligated to Parent’s integration planning and transaction structuringkeep confidential. Any such investigation and Such examination shall be conducted at reasonable times during business hours upon reasonable advance notice in cooperation with the officers of the Bank and under reasonable circumstances so in such a manner as to minimize minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption to of, or impairment interference with, the normal business operations of the Company’s businessBank. No investigation by Parent such examination, however, shall constitute a waiver or relinquishment on the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements part of the Company to rely upon the representations and warranties made by the Bank herein or Parent contained in this Agreement. In order pursuant hereto; provided, that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by the representatives Bank hereunder incorrect in any respect. The Company will hold in strict confidence all documents and information concerning the Bank so obtained (except to the extent that such documents or information are a matter of Parent during such period with such information and copies public record or require disclosure in the Proxy Statement or as may be necessary for the accomplishment of the purposes of such examination) and, if the transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents concerning including all copies shall be returned to the affairs of Bank. (b) As long as the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officerstransaction contemplated hereunder has not been terminated, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held one Company Representative, selected by the Company or any in its sole discretion, shall be invited by the Bank to attend all regular and special Board of its subsidiaries, Directors' meetings of the Bank from the date hereof until the Effective Time of the Merger and (ii) violate any applicable Laws or (iii) breach any agreement one representative of Sutro shall be invited by the Bank to attend all regular and special Board of Director meetings of the Bank from the date hereof until the Effective Time of the Merger for the purpose of discussing the condition of the market for the Offering. The Bank shall inform the Company or any of its subsidiaries with any third partysuch Board of Director meeting at least five (5) days in advance of such meeting; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take the attendance of such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent Representative shall not be entitled to undertake permitted at any environmental sampling meeting, or testing in connection with its investigation portion thereof, for the sole purpose of discussing the transactions contemplated by this Agreement on the obligations of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Bank under this Agreement.

Access to Information. Prior Subject to the Confidentiality Agreement and applicable law, the Company shall afford Parent and its accountants, counsel and other representatives, reasonable access (during regular business hours upon reasonable notice) during the period from the date hereof and prior to the Effective Time, Parent shall be entitled, through its employees and representatives, Time to have such reasonable access to (i) all of the assets, properties, recordsbooks, contracts, personnel, commitments and records of the Company and its Subsidiaries (provided, that such access shall not unreasonably interfere with the business and operations of the Company as and its Subsidiaries) and all capitalization and equity compensation information that is reasonably necessary or appropriate for Parent to promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, (to the extent such information is in connection with Parent’s investigation the possession of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning its Subsidiaries or its independent registered accountants, and transaction structuring. Any such investigation and examination which shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of made available in the Company’s business. No investigation by Parent or form that the Company or its independent registered accountants possess it) and (whether conducted prior ii) all other information concerning the business, properties and personnel (subject to or after reasonable procedures as the date of this Agreementparties may agree) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that and its Subsidiaries as Parent may have a reasonable opportunity to make such investigationreasonably request; provided, however, that the Company shall furnish may restrict the representatives foregoing access to the extent that any law, treaty, rule or regulation of Parent during such period with such information and copies of such documents concerning the affairs of any Governmental Entity applicable to the Company as requires such representatives may reasonably request and use its reasonable best efforts party to cause its officers, employees, consultants, agents, accountants and attorneys restrict or prohibit access to reasonably cooperate with any such representatives in connection with such investigationproperties or information. Notwithstanding the foregoing, the Company Parent shall not be required to provide access to or disclose (a) use any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by obtained from the Company or any of its subsidiariesSubsidiary pursuant to the access contemplated by this Section 5.4 for any purposes other than in connection with the transactions contemplated by this Agreement, (ii) violate and Parent will not share, provide or sell such information to any third party or use the information in any manner that would result in a violation of any applicable Laws or law. Subject to the foregoing proviso, the Company agrees to promptly provide to Parent and its accountants, counsel and other representatives copies of such internal financial statements (iiiincluding Tax Returns and supporting documentation) breach any agreement of as may be reasonably requested. Any information obtained from the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything Subsidiaries pursuant to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided access contemplated by this Section 5.4 shall be subject to the terms of the Confidentiality Agreement.

Access to Information. Prior to During the Effective TimePre-Closing Period, the Company will, and the Company will cause the Company Subsidiaries to: (a) afford Parent shall be entitled, through and its employees and representatives, to have such Representatives reasonable access to and the assetsright to inspect the real property, properties, assets, premises, books and records, business contracts, agreements and operations other documents and data related to the Company and the Company Subsidiaries, as Parent may reasonably request; (b) furnish Parent and its Representatives, at Parent’s sole expense, with such financial, operating and other data and information related to the Company and the Company Subsidiaries as Parent or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company as is reasonably necessary or appropriate to cooperate with Parent in connection with Parent’s its investigation of the Company with respect to and the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any Company Subsidiaries; provided, however, that any such investigation and examination shall will be conducted at reasonable times during normal business hours upon reasonable advance notice and to the Company under reasonable circumstances so as to minimize disruption to or impairment the supervision of the Company’s business. No investigation by Parent or personnel and in such a manner as not to materially interfere with the normal operations of the Company and the Company Subsidiaries. Without limiting the foregoing, the Company, the Company Subsidiaries will permit Parent and its Representatives to conduct environmental due diligence of the Company and the Company Subsidiaries and the Leased 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 the Leased Real Property. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Subsidiaries will not be required to disclose any information to Parent if such disclosure would, in the sole and reasonable judgment of the Company: (whether conducted i) jeopardize any attorney-client, work product doctrine or other privilege, or (ii) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to or after the date of this Agreement, in each case so long as the Company and the Company Subsidiaries have reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not jeopardize such privilege or contravene any such Legal Requirement. No information received pursuant to an investigation made under this Section 5.1 will be deemed to (i) shall diminish qualify, modify, waive, amend or obviate otherwise affect any of the representations, warranties, covenants or other agreements of the Company or Parent contained set forth in this Agreement. In order that Agreement or any certificate or other instrument delivered to Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiariestransactions contemplated hereby, (ii) violate any applicable Laws amend or otherwise supplement the information set forth in the Company Disclosure Schedule, (iii) limit or restrict the remedies available to the parties under applicable Legal Requirements arising out of a breach any agreement of this Agreement, or (iv) limit or restrict the ability of either party to invoke or rely on the conditions to the obligations of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts parties to obtain any required consents and take such other reasonable action (such as consummate the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties transactions contemplated by this Agreement set forth in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementSection 6 hereof.

Access to Information. Prior Home and Home Bank will afford CU and its representatives, counsel, accountants, agents and employees access during normal business hours to all of their respective businesses, operations, properties, books, files and records and will do everything reasonably necessary to enable CU and its representatives, counsel, accountants, agents and employees to make a complete examination of the Effective Timefinancial statements, Parent businesses, assets and properties of Home and Home Bank and the condition thereof and to update such examination at such intervals as CU shall deem appropriate. Such examination shall be entitledconducted in cooperation with the officers of Home and Home Bank and in such a manner as to minimize any disruption of, through its employees or interference with, the normal business operations of Home and representativesHome Bank. Upon the request of CU, to have such Home will request that Xxxxxx Xxxxxxxx provide reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company auditors' work papers with respect to the transactions contemplated hereby businesses and with respect to Parent’s integration planning properties of Home and transaction structuring. Any such investigation and examination shall be conducted at reasonable times Home Bank, including tax accrual work papers prepared for Home and/or Home Bank during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company preceding sixty (whether conducted prior to or after the date of this Agreement60) shall diminish or obviate any of the representationsmonths, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose other than (a) any information or books, records and documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of covered by the attorney-client privilege, or other privilege held that are attorneys' work product, and (b) books, records and documents that Home or Home Bank is legally obligated to keep confidential. No examination or review conducted under this section shall constitute a waiver or relinquishment on the part of CU of the right to rely upon the representations and warranties made by Home and Home Bank herein; provided, that CU shall disclose in writing to Home any fact or circumstance it may discover which CU believes renders any representation or warranty made by Home or Home Bank hereunder incorrect in any respect. CU covenants and agrees that it and its representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning Home and Home Bank so obtained (except to the Company extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement or any of its subsidiaries, (ii) violate the public information of any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries applications required to be filed with any third party; provided, however, that each party shall use its reasonable best efforts governmental or regulatory agency to obtain any the approvals and consents required consents to effect the transactions contemplated hereby), and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliatestransactions contemplated herein are not consummated, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided such confidence shall be subject maintained and all such documents shall be returned to the terms of the Confidentiality AgreementHome and Home Bank.

Access to Information. Prior (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, Parent to all its properties, books, contracts, commitments and records, and, during such period, such party shall, and shall be entitledcause its Subsidiaries to, through its employees and representatives, to have such reasonable access make available to the assetsother party (i) a copy of each report, propertiesschedule, recordsregistration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, business properties and operations personnel as the other party may reasonably request (in the case of a request by the Company as Company, information concerning Parent that is reasonably necessary related to the prospective value of Parent Common Stock or appropriate in connection with to Parent’s investigation of the Company with respect ability to consummate the transactions contemplated hereby and with respect to hereby). Neither the Company nor Parent’s integration planning and transaction structuring. Any such investigation and examination , nor any of its Subsidiaries, shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as required to minimize disruption provide access to or impairment to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company’s business. No investigation by Parent such party or the Company (whether conducted its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to or after the date of this Agreement) . To the extent practicable, the parties shall diminish or obviate any make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the representationspreceding sentence apply. (b) In addition to the access permitted by subparagraph (a) above, warranties, covenants or agreements from the date of this Agreement through the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationClosing Date, the Company Company, to the extent permissible under the Pending Acquisition Agreement or related confidentiality agreement, shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officersprovide access to Parent to the type of information described in subparagraph (a) above with respect to the Pending Acquisition Counterparty and to the extent not permissible, employees, consultants, agents, accountants and attorneys use commercially reasonable efforts to reasonably cooperate with obtain such representatives in connection with such investigationpermission. Notwithstanding the foregoing, the The Company shall not be required to provide access to or to disclose (a) any information or documents which would (in with respect to the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit Pending Acquisition Counterparty where such access or disclosure; disclosure would contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything binding agreement entered into prior to the contrary hereindate of this Agreement. To the extent practicable, Parent the parties shall not be entitled to undertake any environmental sampling or testing make appropriate substitute disclosure arrangements under circumstances in connection with its investigation which the restrictions of the Company’s preceding sentence apply. (or its subsidiaries’c) properties, business and operations. The All information and documents so materials provided pursuant to this Agreement shall be subject to the terms provisions of the Confidentiality Agreement entered into between the parties as of May 11, 2007 (the “Confidentiality Agreement“). (d) No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.

Access to Information. Prior to (a) Between the date hereof and the consummation of the Offer and/or Effective Time, Parent shall be entitledas the case may be, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary will give the Purchaser and its authorized representatives and Persons providing or appropriate in connection committed to provide the Purchaser with Parent’s investigation of the Company with respect to financing for the transactions contemplated hereby and their representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and properties and to all books and records of the Company and its Subsidiaries, will permit the Purchaser to make such inspections (including any physical inspections or soil or groundwater investigations) as Purchaser reasonably request and will cause the Company's officers and those of its Subsidiaries to furnish the Purchaser with such financial and operating data and other information with respect to Parent’s integration planning the business and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements properties of the Company and any of its Subsidiaries as the Purchaser may from time to time reasonably request, PROVIDED that, in each case, such access will be subject to the continuing obligations of the parties under the Confidentiality Agreement by and between Stonington Partners, Inc. and the Company dated April 24, 1998, which agreement shall survive until termination pursuant to the terms thereof. The Company shall furnish promptly to Parent and the Purchaser a copy of each report, schedule, registration statement and other document filed by it or Parent contained its subsidiaries during such period pursuant to the requirements of federal or state or foreign securities laws. (b) Prior to the consummation of the Offer, the Company and its accountants, counsel, agents and other representatives shall cooperate with the Purchaser by providing information about the Company which is necessary for the Purchaser and its accountants, agents, counsel and other representatives to prepare the Financing Documents and such other documents and other reasonable requests with respect to such documents. Notwithstanding anything in this Agreement. In order that Parent Agreement to the contrary, the Purchaser may have a reasonable opportunity disclose, or cause its representatives to make such investigationdisclose, and at the request of the Purchaser, the Company shall furnish the representatives of Parent during such period with such disclose information and copies of such documents concerning the affairs of Company and its Subsidiaries, and their respective businesses, assets and properties, and the Company as such representatives may reasonably request transactions contemplated hereby, in the Financing Documents and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives prospective financing sources in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementtransactions contemplated hereby.

Access to Information. Prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after a) Between the date of this AgreementAgreement and the Closing Date, the Companies, the Seller and the Parent shall give to the Purchaser, its officers, agents, employees, counsel, accountants, engineers and other representatives, reasonable access (for the purpose of examination) shall diminish or obviate any to the properties, businesses and operations relating to the Companies and the Business and such examination of the representations, warranties, covenants or agreements books and records of the Company or Parent contained in this AgreementCompanies as the Purchaser reasonably requests. In order that Parent may have a reasonable opportunity to make such investigationThe Companies, the Company Parent and the Seller shall furnish cause the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants accountants, attorneys and attorneys other representatives of the Companies to reasonably cooperate with such the Purchaser and the Purchaser’s representatives in connection with such investigation. Notwithstanding examination. (b) For a period of eighteen (18) months following the foregoingClosing, the Company Seller and the Parent shall not be required provide the Purchaser and its representatives with reasonable access (for the purpose of examination), subject to provide access applicable Law, at reasonable times, on reasonable notice and during normal business hours, at the Seller’s place of business, to such information reasonably related to the Companies or disclose (a) any information or documents which would (the Business in the reasonable judgment Seller’s possession or control as is reasonably necessary for financial reporting, human resources, contract administration, audit, regulatory compliance and accounting matters, the preparation and filing of any Tax Returns, reports or forms, or the defense of any Legal Proceeding, and the Purchaser and its representatives shall be permitted to make extracts from or take copies of the Companysame. Such access may be subject to the Purchaser’s execution and delivery of a non-disclosure agreement in form and substance reasonably acceptable to the Parent. (c) Notwithstanding anything herein to the contrary, no access pursuant to Section 7.1 shall be reasonably likely permitted to the extent that it would (i) constitute a waiver of be prohibited by applicable Law; (ii) require the Purchaser, the Companies or the Parent and its Subsidiaries to disclose information subject to attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party the parties shall use its commercially reasonable best efforts to obtain any required consents and take enter into such other reasonable action (such as the entry into a joint defense agreement agreements or other arrangement arrangements as appropriate, to avoid allow for disclosure of information regarding the Companies or the Business in a manner that does not result in the loss of attorney-client privilege) to permit such access or disclosure); or (biii) if conflict with any confidentiality obligation to which the Company Purchaser, the Companies or any the Parent or its Subsidiaries is bound. Such access shall be permitted at such times as the business of its affiliates, on the one handSeller is customarily conducted, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything manner so as to not unreasonably interfere with the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation business of the Company’s (or Parent and its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementSubsidiaries.

Access to Information. Prior (a) Subject to Section 6.4(b) and applicable Laws, upon reasonable notice to the Effective TimeChief Financial Officer of MDA, Parent MDA shall be entitled(and shall cause each of its Information Systems Subsidiaries and their respective representatives, through its officers, directors, employees and representativesagents to) afford the officers, to have such reasonable access to employees, and other authorized representatives and advisors (including financial advisors, counsel & accountants) (collectively the assets“Representatives”) of Parent access, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during normal business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after from the date of this Agreement) shall diminish or obviate any Agreement and until the earlier of the representationsEffective Time and the date on which this Agreement is terminated in accordance with Article 8, warrantiesto its respective properties, covenants books, contracts and records, as well as to its management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of MDA or agreements the Information Systems Subsidiaries. During such period, MDA shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent all information concerning the Information Systems Business, properties and personnel as Parent may reasonably request. To the extent that any MDA information or documentation is competitively sensitive in relation to Parent, such information will be disclosed only to external advisors of Parent, except as may be agreed by MDA. (b) The Parent Parties and MDA acknowledge that certain information received pursuant to Section 6.4(a) will be non-public or proprietary in nature and as such will be deemed to be “Confidential Information” for purposes of the Company or Parent contained in this Confidentiality Agreement. In order that The Parent may have a reasonable opportunity Parties and MDA further acknowledge their obligation to make such investigation, maintain the Company shall furnish the representatives of Parent during such period with such information and copies confidentiality of such documents concerning Confidential Information in accordance with the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationConfidentiality Agreement. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) If any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held material is withheld by the Company MDA or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement Subsidiaries because of the Company confidential nature of such material, or any of its subsidiaries with any third party; providedotherwise, however, that each party MDA or such Subsidiary shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such inform Parent as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation general nature of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementwhat is being withheld.

Access to Information. Prior to (a) During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, Parent the Company shall be entitled, through afford Acquirer and its employees and representatives, to have such Representatives reasonable access during business hours to (i) the assets, Company’s and the Subsidiary’s properties, recordspersonnel, business books, Contracts and operations records subject to compliance with Applicable Law regarding access to facilities and (ii) such other information concerning the business, properties and personnel of the Company and the Subsidiary as is Acquirer may reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any request; provided, that, any such investigation and examination access shall be conducted at reasonable times during business hours upon reasonable advance notice Acquirer’s expense, under the supervision of appropriate personnel of the Company and under reasonable circumstances so in such a manner as to minimize disruption maintain the confidentiality of this Agreement and the Transactions contemplated hereby in accordance with the terms hereof and not to or impairment unreasonably interfere with the normal operation of the business of the Company and the Subsidiary. Nothing herein shall require the Company to disclose any information to Acquirer if such disclosure would, in the opinion of the Company’s business. No investigation by Parent or legal counsel, (A) result in a loss of any attorney-client privilege, (B) violate confidentiality obligations of the Company (whether conducted prior to under Applicable Law or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements Contract of the Company or Parent contained in this Agreement. In order the Subsidiary, (C) relate to information or materials that Parent may have a reasonable opportunity relate to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs proposed sale of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement business of the Company or any the negotiation, execution and delivery of its subsidiaries with any third partythis Agreement, or (D) reasonably be expected to violate Applicable Law; provided, however, that each party the Company shall use its reasonable best efforts to obtain any required consents and take allow for such other reasonable action (access or disclosure in a manner that does not result in a breach of such as the entry into contractual obligation or a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) , including using commercially reasonable efforts to permit such access obtain the required consent of any applicable third party or disclosure; or (b) if through the Company or any use of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations“clean team”. The information and documents so provided pursuant to this Section 4.1 shall be subject to used solely for the purpose of the Transactions and such information shall be kept confidential by Acquirer in accordance with the terms and conditions of the Confidentiality Agreement. (b) Subject to compliance with Applicable Law, from the Agreement Date until the earlier of the termination of this Agreement and the Closing, the Company shall confer from time to time as reasonably 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 the Subsidiary and the general status of the ongoing operations of the Company and the Subsidiary. (c) No information or knowledge obtained by Acquirer during the pendency of the Transactions in any investigation pursuant to this Section 5.7 shall affect or be deemed to modify any representation, warranty, covenant, agreement, obligation or condition set forth herein.

Access to Information. Prior The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period from the date hereof and prior to the Effective Time, Parent shall be entitled, through its employees and representatives, Time to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment (i) all of the Company’s and its Subsidiaries’ properties, books, Contracts, commitments and records, including the Company’s and its Subsidiaries’ source code, (ii) other information concerning the business. No investigation , properties and personnel (subject to restrictions imposed by Parent or the Company (whether conducted prior to or after the date of this Agreementapplicable Law) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that and its Subsidiaries as Parent may have reasonably request, and (iii) all Company Personnel identified by Parent; provided, however, that the Company may restrict the foregoing access to the extent that in its good faith judgment (after consultation with outside legal counsel) any applicable Law or agreement with a reasonable opportunity third party requires the Company to restrict or prohibit access to any such properties or information, (iii) in exercising access rights under this Section 5.2, Parent shall not be permitted to interfere unreasonably and Parent shall ensure that none of its Representatives interferes unreasonably with the conduct of the business of Company. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. Parent may make such investigationinquiries of Persons having business relationships with the Company or its Subsidiaries (including suppliers, licensors and customers) and the Company shall furnish the representatives cause each of its Subsidiaries to help facilitate (and shall cooperate fully with Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with with) such investigationinquiries. Notwithstanding Without limiting the generality of any of the foregoing, the Company shall not be required to provide Parent with reasonable access to or disclose (a) any all information relating to, and cooperate with Parent in its due diligence investigation regarding, the FCPA and other anti-corruption matters. No information or documents which would (knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify any representation or warranty contained herein, any conditions to the reasonable judgment obligations of the Company) be reasonably likely parties to (i) constitute a waiver consummate the Merger in accordance with the terms and provisions of this Agreement or any rights or remedies of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementhereunder.

Access to Information. Prior (a) Subject to compliance with applicable Laws and the terms of any existing Contracts, including any confidentiality obligations, each of the Company and the Purchaser will, and will cause its respective subsidiaries to, afford to the other and its Representatives, until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, Parent shall be entitled, through its employees and representatives, to have such reasonable continuing access to the assetsCompany Data Room or Purchaser Data Room, as the case may be, and reasonable access, during normal business hours and upon reasonable notice, to its respective businesses, properties, recordsbooks and records and such other data and information as the other may reasonably request, as well as to their respective management personnel, subject, however, to such access not interfering with the ordinary conduct of its businesses. Subject to compliance with applicable Laws, the terms of any existing Contracts, including any confidentiality obligations, and such requests not materially interfering with the ordinary conduct of the business and operations of the Company and the Company Entities, the Company will also make available to the Purchaser and its Representatives all information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its affiliates following completion of the Arrangement, including establishing meetings between the Purchaser’s Representatives and the Company’s customers or distributors, as is reasonably necessary requested by the Purchaser. Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 6.1(a), or appropriate otherwise pursuant to this Agreement or in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby hereby, is subject to the Non-Disclosure Agreement, which will remain in full force and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to effect notwithstanding any other provision of this Agreement or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date any termination of this Agreement) shall diminish . If any provision of this Agreement otherwise conflicts or obviate is inconsistent with any provision of the representationsNon-Disclosure Agreement, warranties, covenants or agreements the provisions of this Agreement will supersede those of the Company Non-Disclosure Agreement but only to the extent of the conflict or Parent contained inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect. (b) Other than as may be required in respect of information requested by Governmental Authorities in connection with obtaining the Required Regulatory Approvals, nothing in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationSection 6.1 or in any other provision of this Agreement will require the Company, the Company shall furnish Entities or the representatives of Parent during such period with such Purchaser, or its respective subsidiaries, to disclose information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to if (i) constitute such disclosure would violate a waiver of written confidentiality agreement with a third party or customer specific or competitively sensitive information after taking into account the attorneyNon-client or other privilege held by the Company or any of its subsidiariesDisclosure Agreement, (ii) violate in the reasonable good faith judgment of such Party, any applicable Laws Law requires such party or its subsidiaries to restrict or prohibit access to any such properties or information or (iii) breach disclosure of any agreement of such information or document would result in the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) privilege (“Confidential Data”). For greater certainty, until the Effective Time, access to permit such access or disclosure; or (b) if and exchange of Confidential Data as between the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that Parties will be limited to what is reasonably pertinent thereto. Notwithstanding anything to necessary for the contrary hereinpurposes of securing all necessary regulatory approvals, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation the preparation and settlement of definitive documents, the advancement of the Arrangement and the integration of the Company’s (or its subsidiaries’) properties, business of the Purchaser on the Effective Date and operations. The information and documents so provided shall will be subject limited such that the dissemination of Confidential Data will be confined to the terms Representatives of the Confidentiality AgreementParties and their counsel who have a need to know such information for such purposes and who agree to respect such confidentiality in their dealings with Confidential Data. For the purpose of this Section 6.1(b), counsel to the Purchaser shall include counsel to the Purchaser.

Access to Information. Prior to From and after the Effective Timedate of this Agreement, Parent the Company shall be entitled(i) give Purchaser and its authorized accountants, through its employees investment bankers, counsel and representatives, to have such other representatives reasonable access (during regular business hours upon reasonable notice and after consultation) to the assetsits officers, propertieskey employees, recordsoffices and other facilities, business and operations to all books, contracts, commitments and records (including Tax returns) of the Company and its Subsidiaries and cause the Company's and its Subsidiaries' independent public accountants to provide access to their work papers and such other information as is Purchaser may reasonably necessary request, (ii) permit Purchaser to make such inspections as they may reasonably require, (iii) cause its executive officers and those of its Subsidiaries to furnish Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries as Purchaser may from time to time reasonably request and (iv) furnish promptly to Purchaser a copy of each report, schedule and other document filed or appropriate received by the Company during such period pursuant to the requirements of the U.S. federal or state securities laws, provided, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, which in connection with Parent’s investigation the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any obligation of the Company with respect to confidentiality if the transactions contemplated hereby and with respect Company shall have used reasonable efforts to Parent’s integration planning and transaction structuringobtain the consent of such third party to such inspection or disclosure. Any such investigation and examination All requests for information made pursuant to this Section shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as directed to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements an executive officer of the Company or Parent contained in such person as may be designated by any such officer. If the transactions contemplated by this Agreement are not consummated, then upon termination of this Agreement. In order that Parent may have a reasonable opportunity , Purchaser shall as promptly as practicable collect and deliver to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such all documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held obtained by the Company it or any of its subsidiaries, (ii) violate representatives then in their possession and any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementcopies thereof.

Access to Information. Prior (a) Upon reasonable notice and subject to applicable Law relating to the Effective Timeexchange of information, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationContributors will cause CBD Investor, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts Subsidiaries to: (i) afford to cause its the officers, employees, consultantsaccountants, agentscounsel, accountants financing sources, and attorneys other representatives of Local Insight, reasonable access, during normal business hours during the period prior to the Closing, to all its properties, books, contracts, commitments and records and (ii) make available to Local Insight (A) CBD Investor’s, the Company’s and the Company Subsidiary’s management personnel and accountants, and (B) all other information concerning its business, properties and personnel as Local Insight may reasonably cooperate with request. In addition, the Contributors will make available to Local Insight a copy of each report, schedule and other document filed or received by the Contributors, CBD Investor, the Company or any Company Subsidiaries during such representatives in connection with period pursuant to the requirements of federal or state Laws applicable to such investigationPerson (other than reports or documents that such Person is not permitted to disclose under applicable Law). Notwithstanding the foregoing, neither CBD Investor, the Company shall not nor any of its Subsidiaries will be required to provide access to or to disclose (a) any information where such access or documents which disclosure would (jeopardize, in the disclosing party’s reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of judgment, the attorney-client or other privilege held by of CBD Investor, the Company or its Subsidiaries or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of its subsidiaries, (ii) violate any applicable Laws this Agreement or (iii) breach any agreement entered into after the date of this Agreement in the Company or any ordinary course of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretobusiness. Notwithstanding anything to the contrary contained herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation without the consent of the Company’s (, Local Insight and its Subsidiaries shall not, prior to the Closing, contact any suppliers to, or customers of, the Company or its subsidiaries’Subsidiaries. (b) Upon reasonable notice and subject to applicable Law relating to the exchange of information, Local Insight will, and will cause the Local Insight Subsidiaries to: (i) afford to the officers, employees, accountants, counsel and other representatives of the Contributors and the Company, reasonable access, during normal business hours during the period prior to the Closing, to all its properties, business books, contracts, commitments and operationsrecords and (ii) make available to the Contributors and the Company (A) Local Insight’s management personnel and accountants, (B) a copy of each report, schedule and other document filed or received by Local Insight during such period pursuant to the requirements of federal or state Laws applicable to such party (other than reports or documents that Local Insight is not permitted to disclose under applicable Law) and (C) all other information concerning its business, properties and personnel as the Contributors or the Company may reasonably request. Notwithstanding the foregoing, neither Local Insight nor any of its Subsidiaries will be required to provide access to or to disclose information where such access or disclosure would jeopardize, in the disclosing party’s reasonable judgment, the attorney-client privilege of Local Insight or its Subsidiaries or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business. Notwithstanding anything to the contrary contained herein, without the consent of Local Insight, neither the Contributors nor the Company and its Subsidiaries shall, prior to the Closing, contact any suppliers to, or customers of, the Local Insight or its Subsidiaries. (c) The parties will use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of Section 7.2(a) and (b) apply. (d) All information and documents so materials provided shall pursuant to this Agreement will be subject to the terms provisions of the Confidentiality Agreement. (e) No investigation by either of the parties or their respective representatives will affect the representations and warranties of the other set forth in this Agreement.

Access to Information. Prior (a) From the date hereof until the Effective Time and subject to Applicable Law and the confidentiality agreement, dated June 17, 2016 (as amended), between the Company and Sponsor (as assignee) (the “Confidentiality Agreement”), the Company shall (a) give Parent, its counsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, reasonable access during normal business hours to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and its Subsidiaries, (b) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as is such Persons may reasonably necessary or appropriate request (c) furnish to Parent monthly financial, operating and Board reports generally prepared by the Company on a regular basis promptly after such reports are delivered to the other recipients thereof, and (d) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with Parent in connection with Parent’s its investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringits Subsidiaries. Any such investigation and examination pursuant to this Section shall be conducted at reasonable times during in such manner as not to interfere unreasonably with the conduct of the business hours upon reasonable advance notice of the Company and under reasonable circumstances so as to minimize disruption to or impairment of its Subsidiaries; provided, that, without the Company’s businessprior written consent, Parent and its Representatives shall not be permitted to perform any invasive or destructive environmental sampling at any owned or leased real property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. No investigation by Parent or Nothing in this Section 6.02(a) shall require the Company to provide any access, or to disclose any information (whether conducted prior i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or (ii) protected by attorney-client privilege to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of extent such privilege cannot be protected by the Company or through exercise of its reasonable efforts. (b) Each of Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, and the Company shall furnish hold, and shall cause their respective Representatives (as defined in the representatives of Parent during such period with such Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and copies of such documents concerning shall otherwise abide by and be subject to, the affairs terms and conditions of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third partyConfidentiality Agreement; provided, however, that each party (i) the definition of “Representatives” in the first paragraph of the Confidentiality Agreement shall use its reasonable best efforts be deemed to obtain include any required consents and take such other reasonable action (such as the entry into a joint defense agreement potential debt or other arrangement to avoid loss equity financing source of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliatesMerger Subsidiary (it being understood that notwithstanding anything in the Confidentiality Agreement to the contrary, on the other handParent, are adverse parties in a litigation, Merger Subsidiary and their respective Representatives may disclose any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing prospective debt and equity financing sources in connection with its investigation the syndication and marketing of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be Financing subject to receipt of customary confidentiality undertakings from such prospective debt and equity financing sources) and (ii) the terms second and sixth paragraphs of Section 2 of the Confidentiality AgreementAgreement and the restrictions set forth in Section 6 of the Confidentiality Agreement shall be inapplicable with respect to any of the transactions set forth in this Agreement or any proposals, negotiations or arrangements by or on behalf of a party permitted by this Agreement (including in response to a notice pursuant to Section 6.03(f)).

Access to Information. Prior Subject to Section 6.4, Company and its Subsidiaries shall afford Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable notice, to the Effective Timeofficers, Parent shall be entitledemployees, through its employees and representatives, to have such reasonable access to the assetsagents, properties, offices and other facilities of Company and its Subsidiaries and to their books and records, business and operations of the Company as is reasonably necessary or appropriate in connection shall furnish Purchaser with Parent’s investigation of the Company available financial, operating and other data and information with respect to the transactions contemplated hereby business and with respect to Parent’s integration planning properties of Company and transaction structuringits Subsidiaries as Purchaser may reasonably request. Any such investigation In exercising its rights hereunder, Purchaser shall (and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances cause each of its Representatives to) conduct itself so as not to minimize disruption to or impairment unreasonably interfere in the conduct of the Company’s business. No investigation by Parent or the business of Company (whether conducted and its Subsidiaries prior to or after the date of this Agreement) shall diminish or obviate Closing. Purchaser acknowledges and agrees that any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period contact by Purchaser and its Representatives with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultantsrepresentatives, agentscustomers or agents of Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Company, accountants and attorneys unless Company otherwise expressly consents in writing with respect to reasonably cooperate with such representatives in connection with such investigationany specific unsupervised contact. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, the neither Company nor any of its Affiliates shall not be required to provide access disclose to Purchaser or disclose (a) any agent or Representative thereof any information or documents which if doing so would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver violate any duty of the attorney-client confidentiality under any Contract or other privilege held by the Law to which Company or any of its subsidiaries, Affiliates is a party or to which it is subject (ii) violate any applicable Laws or (iii) breach any agreement of the provided that Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain seek waivers from any required consents and take such other reasonable action (such as the entry into confidentiality obligations) or which it believes in good faith, after consultation with counsel, would be reasonably likely to result in a joint defense agreement or other arrangement to avoid loss of the ability to successfully assert a claim of privilege (including the attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliatesand work product privileges). In addition, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties notwithstanding anything contained in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything this Agreement to the contrary hereincontrary, Parent prior to the Closing, none of Purchaser or its Representatives shall not have any right to perform or conduct, or cause to be entitled to undertake performed or conducted, any environmental sampling or testing in connection with its investigation of at, in, on or underneath the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementLeased Real Property.

Access to Information. The Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours to its and its Subsidiaries’ properties, books, records, Contracts and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request, in each case as is reasonably necessary or appropriate to facilitate the Merger and the other transactions contemplated hereby; provided, however, that (i) the Company may restrict the foregoing access to the extent that any applicable Law or Governmental Entity requires it or its Subsidiaries to restrict access to any properties or information and (ii) Parent shall not have access to individual performance or evaluation records, medical histories or other information that in the reasonable opinion of the Company is sensitive or the disclosure of which could reasonably be expected to subject it or any of its Subsidiaries to risk of liability or information that is subject to attorney-client privilege or other privilege; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it and to the extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall be entitled, through its employees and representatives, not have the right to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted conduct environmental sampling at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants facilities or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement properties of the Company or any of its subsidiaries with any third party; provided, however, that each party Subsidiaries. All information obtained pursuant to this Section 6.4 shall use its reasonable best efforts continue to obtain any required consents be governed by the Confidentiality Agreement which shall remain in full force and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties effect in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection accordance with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementterms.

Access to Information. Prior to From the date hereof until the Effective TimeTime and subject to applicable Law and the Confidentiality Agreement, Parent the Company shall be entitled(i) give to Parent, through its employees counsel, financial advisors, auditors and representatives, to have such other authorized representatives reasonable access to the assetsoffices, properties, records, business books and operations records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as is such Persons may reasonably request, (iii) give Parent and other authorized representatives access to the facilities of the Company and its Subsidiaries for the purpose of conducting Phase I environmental site assessments and, to the extent such site assessments reasonably recommend further environmental investigations, such further environmental investigations, including Phase II environmental site assessments (in the case of such further environmental investigations, to the extent reasonably necessary or appropriate in connection with Parent’s any financing of the transactions contemplated by this Agreement and to the extent permitted by the terms of any lease agreement relating to any such facility), and (iv) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationSubsidiaries. Notwithstanding the foregoing, no such Person shall have access to personnel records of the Company shall not be required and its Subsidiaries relating to provide access to individual performance or disclose (a) any evaluation records, medical histories or other employee information or documents which, in the Company’s good faith opinion, the disclosure of which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by subject the Company or any of its subsidiaries, (ii) violate Subsidiaries to liability. No information or knowledge obtained in any applicable Laws investigation pursuant to this Section shall affect or (iii) breach be deemed to modify any agreement of the Company representation or warranty made by any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementhereunder.

Access to Information. Prior Upon reasonable prior notice, PWI will afford to Purchaser access during normal business hours to PWI's records pertaining to each Contract and the Effective Time, Parent shall be entitled, through Payments or other amounts due thereunder with respect to any Equipment purchased by Purchaser pursuant hereto in order that Purchaser or its employees representative may examine such records. PWI will also furnish Purchaser with additional information and representatives, to have reports in such reasonable access to the assets, properties, records, business and operations of the Company detail as is Purchaser may reasonably necessary or appropriate request in connection with Parent’s investigation the transactions contemplated hereby. In addition, upon reasonable request by Purchaser, at any time or from time to time following termination of PWI's Remarketing obligations or PWI's appointment as exclusive Remarketing agent with respect to any Equipment pursuant to Section 7, PWI shall deliver to Purchaser a copy, which shall be updated in accordance with PWI's normal practice, of all maintenance, service and operations manuals then currently in use applicable to such Equipment, and Purchaser shall be entitled to utilize such manuals with respect to marketing or servicing such Equipment Purchaser shall treat all such manuals as confidential and proprietary information of PWI. Purchaser shall be entitled to make such copies of any such manuals as may be necessary for the Company marketing or servicing of such Equipment, provided, however that all such copies shall continue to display all copyrights and proprietary notices contained in the original. indicating that such materials were produced by or are proprietary information of, PWI or any third party licensors. Maintenance of Equipment. Each Contract submitted to Purchaser for Purchase shall contain provisions requiring PWI to maintain all Equipment subject to such Contract in accordance with manufacturer's specifications during the term of such Contract. PWI shall maintain or cause to be maintained any Equipment purchased by Purchaser. Purchaser acknowledges that PWI's obligations under the preceding sentence with respect to the transactions contemplated hereby Equipment may be performed by third parties if and to the extent that such delegation or arrangement are in accordance with respect PWI's customary and usual practices and procedures and provided that PWI shall remain primarily responsible for the performance of any such delegated duty, obligation or responsibility. PWI shall cause mandatory field changes to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted made to the Equipment at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as no cost to minimize disruption Purchaser which PWI makes or causes to be made to all or impairment of substantially all similar equipment at no cost to the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies users of such documents concerning the affairs of the Company similar equipment or as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held otherwise provided by the Company related Contract or any hereby. All replacement parts installed in Equipment by PWI shall become the property of its subsidiariesPurchaser, (ii) violate any applicable Laws or (iii) breach any agreement free and clear of the Company or any of its subsidiaries with any third party; providedall liens and encumbrances, but subject, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation rights of the Company’s (or its subsidiaries’) properties, business and operationsUser under the applicable Contract. The information and documents so provided All such replacement parts shall be subject of equal or greater value or utility than the parts replaced. Those parts removed from the Equipment and replaced as described in the preceding sentence shall revert to and become the terms property of the Confidentiality AgreementPWI free and clear of all liens and encumbrances.

Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law, upon reasonable notice during normal business hours the Company shall (i) give Parent, its counsel, lenders, underwriters, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, assets, books and records of the Company and its Subsidiaries (except that such access shall not include access for purposes of conducting soil, groundwater, building or other intrusive testing without the Company’s prior written consent), (ii) furnish to Parent, its counsel, lenders, underwriters, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, counsel, lenders, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would, in each case upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, prior to the Effective Time, Parent shall be entitledin the case of any information that in the reasonable, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations good faith judgment of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any competitively sensitive, such investigation and examination information shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as provided to minimize disruption Parent pursuant to or impairment a “clean-room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. Until the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationEffective Time, the Company information provided pursuant to this Section 7.02 shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held kept confidential by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries recipient thereof in accordance with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement.

Access to Information. The Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours to the Company's and its Subsidiaries' properties, books, records, Contracts and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent (a) a copy of each report, schedule and other document filed, furnished, published or announced by it during such period pursuant to the requirements of federal or state securities Laws or any Governmental Entity and (b) all other information concerning the Company's and its Subsidiaries' business, properties and personnel as Parent may reasonably request; provided that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with the Company and to the extent required by applicable Law. All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) interfere with the business of the Company or any of its Subsidiaries conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall be entitled, through its employees and representatives, not have the right to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary conduct environmental testing or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted sampling at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants facilities or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement properties of the Company or any of its subsidiaries Subsidiaries. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with any third party; provided, however, that each party its terms. No investigation pursuant to this Section 6.4 shall use its reasonable best efforts to obtain any required consents affect the representations and take such other reasonable action (such as the entry into a joint defense agreement warranties or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything conditions to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation obligations of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementparties contained herein.

Access to Information. Prior Subject to compliance with applicable Laws and the terms of any existing Contracts, each Party (the “Providing Party”) will afford to the other Party and its Representatives (the “Accessing Party”) until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, Parent shall be entitled, through its employees and representatives, to have such reasonable continuing access to the assetsCompany Diligence Information or Purchaser Diligence Information, as applicable, and reasonable access during normal business hours and upon reasonable notice, to the Providing Party’s and its subsidiaries’ businesses, properties, recordsbooks and records and such other data and information as the Accessing Party may reasonably request, business and operations as well as to its management personnel, provided however that (a) such access shall not unduly interfere with the ordinary conduct of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation businesses of the Company with respect to the transactions contemplated hereby Providing Party and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable (b) other than in circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide where access to or disclose (a) disclosure of any information or documents which would (not result in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) , the Providing Party shall not have any obligation in response to permit such a request by the Accessing Party to provide access to or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, otherwise disclose any information that is reasonably pertinent theretoor documents subject to attorney-client privilege. Notwithstanding anything Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation ordinary conduct of the business of the Company’s (or , the Company and its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject subsidiaries will also make available to the terms Purchaser and its Representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Purchaser and the Company and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser and the Company each acknowledge that all information provided to it under this Section 4.3, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of a Party, whether under this Section 4.3 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

Access to Information. Seller shall afford to Purchaser, Parent and their accountants, counsel, financial advisors and other representatives, and to prospective lenders and each of their respective representatives, full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to their respective properties and facilities (including all real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of Seller or its independent public accountants, internal audit reports, and “management letters” from such accountants with respect to Seller’s systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel of Seller as Purchaser or Parent shall reasonably request; provided, however, such investigation shall not unreasonably disrupt Seller’s operations. Prior to the Effective TimeClosing, Seller shall generally keep Purchaser and Parent informed as to all material matters involving the operations and businesses of Seller. Seller shall authorize and direct the appropriate partners, managers and employees of Seller to discuss matters involving the operations and business of Seller with representatives of Purchaser, Parent shall be entitledand their prospective lenders. All nonpublic information provided to, through its employees and representativesor obtained by, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary Purchaser or appropriate Parent in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice confidential; provided that Purchaser, Parent and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent Seller may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with disclose such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives be necessary in connection with such investigationseeking necessary consents and approvals as contemplated hereby. Notwithstanding the foregoing, the Company Seller shall not be required to provide access disclose any information if such disclosure would contravene any applicable Law. No information provided to or disclose obtained by Purchaser or Parent pursuant to this Section 7.1 shall limit or otherwise affect the remedies available hereunder to Purchaser and / or Parent (a) any information including, but not limited to, Purchaser’s and Parent’s rights to seek indemnification pursuant to Article X), or documents which would (in the reasonable judgment of representations or warranties of, or the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything conditions to the contrary hereinobligations of, Parent shall not be entitled to undertake any environmental sampling or testing the parties hereto, except as otherwise set forth in connection with its investigation of the Company’s (or its subsidiaries’) properties, business Sections 4.5 and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement7.14.

Access to Information. Prior The Company will afford Parent and Parent’s accountants, counsel and other representatives reasonable access during normal business hours and upon reasonable notice to its and its Subsidiaries’ properties, books, records and personnel during the period prior to the Effective TimeTime to obtain all information concerning their respective business, properties, results of operations and personnel for purposes of this Agreement, as Parent shall be entitledmay reasonably request; provided, through its employees and representativeshowever, to have such reasonable that the Company may restrict the foregoing access to the assetsextent that (i) any Legal Requirement, propertiestreaty, records, business and operations rule or regulation of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect any Governmental Entity applicable to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, its Subsidiaries requires the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use or its reasonable best efforts Subsidiaries to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide restrict or prohibit access to any such properties or disclose information, or (aii) any information or documents which such access would (in the reasonable judgment of the CompanyA) be reasonably likely to (i) constitute a waiver in breach of the attorney-client any confidentiality obligation, commitment or other privilege held provision by which the Company or any of its subsidiariesSubsidiaries is bound or affected, (ii) violate any applicable Laws which confidentiality obligation, commitment or provision shall be disclosed to Parent, provided that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party, or (iiiB) breach result in a waiver of any agreement legal privilege enjoyed by the Company. With respect to the exchange of competitively sensitive information, including strategic and marketing plans, pricing material and customer specific data, outside antitrust counsel will be consulted prior to the exchange of such information, and such information shall not be exchanged to the extent such counsel advises against such exchange. In addition, any information obtained from the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything Subsidiary pursuant to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’access contemplated by this Section 5.3(b) properties, business and operations. The information and documents so provided shall be subject to the terms Confidentiality Agreement. Any access to any of the Confidentiality AgreementCompany’s offices shall be subject to the Company’s reasonable security measures, the requirements of the applicable Lease and insurance requirements and shall not include the right to perform any “invasive” testing.

Access to Information. Prior to During the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationPre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent and its potential financing sources and their respective Representatives, reasonable access, upon reasonable notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its properties (including the Real Property for the purpose of performing such environmental tests and investigations as Parent may desire), books, contracts, commitments, personnel and records as Parent shall request, and, during such period, the Company shall (and shall cause each of its Subsidiaries to) (a) furnish the representatives promptly to Parent and its potential financing sources and their respective Representatives (x) a copy of Parent each report, schedule, registration statement and other document filed or received by it during such period with such pursuant to the requirements of federal or state securities laws that is not available immediately upon filing via XXXXX and (y) all other information concerning its business, finances, operations, properties, assets and copies of such documents concerning the affairs of the Company personnel as such representatives Parent may reasonably request and use its reasonable best efforts (b) will instruct the Company’s employees and Representatives to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives Parent in connection with such investigationits investigation of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall not be required to provide access to or disclose (a) any information where the Company reasonably determines that such access or documents which disclosure would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of jeopardize the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with Subsidiaries or violate any third party; provided, however, that each party shall use its reasonable best efforts applicable law to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if which the Company or any of its affiliates, on Subsidiaries is subject (it being agreed that the one hand, and Parent or any of Company shall use its affiliates, on the other hand, are adverse parties commercially reasonable efforts to cause such information to be provided in a litigation, manner that does not cause such violation or jeopardization). Parent will hold any such information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing nonpublic in connection confidence in accordance with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreement. No investigation conducted or information obtained by Parent, pursuant to this Section 6.4 or otherwise, will be deemed to supplement, waive or otherwise modify any representation or warranty of the Company set forth herein.

Access to Information. The Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours to its and its Subsidiaries' properties, books, records, Contracts and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company and its Subsidiaries' business, properties and personnel as Parent may reasonably request, in each case as is reasonably necessary or appropriate to facilitate the Merger and the other transactions contemplated hereby; provided, however, that (i) the Company may restrict the foregoing access to the extent that any applicable Law or Governmental Entity requires it or its Subsidiaries to restrict access to any properties or information and (ii) Parent shall not have access to individual performance or evaluation records, medical histories or other information that in the reasonable opinion of the Company is sensitive or the disclosure of which could reasonably be expected to subject it or any of its Subsidiaries to risk of liability or information that is subject to attorney-client privilege or other privilege; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it and to the extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall be entitled, through its employees and representatives, not have the right to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted conduct environmental sampling at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants facilities or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement properties of the Company or any of its subsidiaries with any third party; provided, however, that each party Subsidiaries. All information obtained pursuant to this Section 6.4 shall use its reasonable best efforts continue to obtain any required consents be governed by the Confidentiality Agreement which shall remain in full force and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties effect in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection accordance with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementterms.

Access to Information. Prior (i) The Company will afford Parent, at Parent’s expense, and its financial advisors, accountants, counsel and other representatives (provided, that Parent shall cause such financial advisors, accountants, counsel and other representatives to treat any information gained thereby as confidential) reasonable access during normal business hours, upon reasonable notice, to the Effective Timeproperties, Parent shall be entitledbooks, through records, Specified Company Employees and, with the prior written consent of a Specified Company Employee, any of the other employees of the Company and its employees and representatives, Subsidiaries to have such reasonable access which any Specified Company Employee provides his or her written consent during the period prior to the assetsClosing to obtain all information concerning the business, including the status of business development efforts, properties, records, business results of operations and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment personnel of the Company’s business, as Parent may reasonably request. No investigation information or knowledge obtained by Parent in any investigation pursuant to this Section 5.5 will affect or be deemed to modify any representation or warranty contained herein or the Company (whether conducted prior conditions to or after the date of this Agreement) shall diminish or obviate any obligations of the representations, warranties, covenants or agreements of parties to consummate the Company or Parent contained in this AgreementMergers. In order that Parent may have a reasonable opportunity Anything herein to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoingcontrary notwithstanding, the Company shall not be required to provide any such access to or disclose (a) any information or documents which the extent that it would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by require the Company or any of its subsidiariesSubsidiaries to (y) disclose information subject to attorney-client privilege, (iiy) violate any applicable Laws Legal Requirements or (iiiz) breach violate any agreement confidentiality obligations to which the Company or any of its Subsidiaries are bound. All requests for such access shall be directed to a Specified Company Employee or such other person as the Company may designate in writing to Parent from time to time. Anything in this Agreement to the contrary notwithstanding, prior to the Closing, without the express prior written consent of a Specified Company Employee, which consent may be withheld for any reason, neither Parent, Holdco nor Merger Sub, nor any of their officers, directors, employees, auditors or other agents (A) shall contact any vendors or suppliers of the Company or any of its subsidiaries with Subsidiaries for any third party; providedreason related to this Agreement, howeverthe transactions contemplated hereby or the Company or its Subsidiaries or the business of the Company, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (bB) if shall have any right to perform sampling or any invasive or subsurface investigations of any properties or facilities of the Company or any of its affiliatesSubsidiaries. (ii) Parent will afford the Company and its financial advisors, on the one handunderwriters, accountants, counsel and Parent or any of its affiliatesother representatives reasonable access during normal business hours, on the other handupon reasonable notice, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary hereinproperties, books, records and personnel of Parent shall not during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Company may reasonably request. No information or knowledge obtained by the Company in any investigation pursuant to this Section 5.5 will affect or be entitled deemed to undertake modify any environmental sampling representation or testing in connection with its investigation warranty contained herein or the conditions to the obligations of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject parties to consummate the terms of the Confidentiality AgreementMergers.

Access to Information. Prior (a) Between the date hereof and the Closing Date, Seller shall cause the Companies and the Company Subsidiaries to the Effective Timegive to Buyer and its counsel, Parent shall be entitledaccountants and other authorized representatives and agents, through its employees all reasonable access, during regular business hours and representativesupon reasonable advance notice, to have such reasonable access to the assetsany and all of their respective premises, properties, contracts, books and records, business and operations will cause their respective officers and employees to furnish to Buyer and its representatives, except where prohibited by law, any and all data and information pertaining, directly or indirectly, to the Companies or the Company Subsidiaries that Buyer shall from time to time reasonably request, and shall permit Buyer and its representatives to make extracts and copies thereof. During such period, Seller shall furnish promptly to Buyer (i) each written report on examination of financial condition or market conduct (whether in draft or final form) of any of the Companies issued by any applicable Governmental Authority, (ii) all material filings with state insurance regulators made by either Company under the insurance holding company statutes of its domiciliary state, (iii) all material correspondence or communications with state insurance regulatory authorities concerning the companies, including without limitation such items relating to rehabilitation, insolvency, liquidation, supervision, or other comparable state proceedings and (iv) all other information and documents concerning the business, properties and personnel of the Companies or the Company Subsidiaries as is Buyer may reasonably request. Seller will promptly deliver to Buyer such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Seller in the Chapter 11 Case as Buyer may reasonably request. Subject to any applicable confidentiality agreements and to Section 5.12, Seller will promptly provide to Buyer all documents and materials relating to the proposed sale of the Companies or any portion thereof, including, without limitation, with respect to competing bids, and otherwise cooperate with Buyer, to the extent reasonably necessary or appropriate in connection with Parent’s investigation Buyer's preparation for or participation in any part of the Company Chapter 11 Case in which Buyer's participation is necessary, required or reasonably appropriate. Subject to Section 5.16(e), Seller will promptly deliver to Buyer all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Buyer may reasonably request. In addition, Seller shall, and shall cause the Companies to, consult with Buyer with respect to any written or oral communication concerning, in whole or in part, the transactions contemplated by this Agreement and directed to any state insurance department or other Governmental Authority, any rating agency, any agent or other producer, or any policyholder, and, to the extent reasonably practicable, shall permit a representative of Buyer to attend any meetings (telephonic or otherwise, but excluding board of directors meetings) with any such parties at which the transactions contemplated by this Agreement are reasonably likely to be discussed; provided, however, that Seller shall be deemed to have satisfied the foregoing provisions of this sentence with respect to Seller's or the Companies' discussions, in the ordinary course of business, with agents and other producers and with policyholders if such discussions follow a script or other plan of communication mutually agreed-upon by Seller and Buyer; and provided, further, that Seller shall be deemed to have satisfied the foregoing provisions of this sentence with respect to the responses of senior employees of Seller or the Companies to unsolicited inquiries by agents, producers or policyholders if such responses are conceptually consistent with the mutually agreed-upon plan of communication. (b) If the transactions contemplated hereby herein are consummated, Buyer covenants and with respect to Parent’s integration planning agrees that it shall preserve and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment keep the records of the Company’s business. No investigation by Parent or Companies and the Company Subsidiaries delivered to it hereunder for a period of seven years from the Closing Date, and shall make such records available to Seller (whether conducted prior to without charge, other than reasonable photocopying expenses if copies are so requested by Seller), as reasonably requested by Seller in connection with any legal proceedings by or against, or governmental investigations of Seller or any of its Affiliates, or in connection with any Tax examination of Seller or any consolidated group of which any of them was a part or for any other proper business purpose of Seller or any of its Affiliates. (c) If the transactions contemplated herein are consummated, Buyer and Seller jointly covenant and agree that, from and after the date of this Agreement) shall diminish or obviate any of the representationsClosing Date, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and each will use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives each other in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver the preparation of the attorney-client any Tax Return described in Section 5.14(a), (b) or other privilege held by the Company or any (c) of its subsidiaries, this Agreement and (ii) violate any applicable Laws action, suit, proceeding, investigation or (iii) breach any agreement audit of the Company or any of its subsidiaries with them relating to any third party; providedTax liability. In furtherance thereof, howeverBuyer and Seller further covenant and agree to promptly respond to all inquiries related to such matters and to provide, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary hereinextent reasonably possible, Parent shall not be entitled substantiation of transactions and to undertake any environmental sampling or testing make available and furnish appropriate documents and personnel in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality Agreementtherewith.

Access to Information. Prior (a) During the Pre-Closing Period, each Seller Group member and the Additional Seller Group Company shall afford Purchaser and its accountants, counsel and other Representatives, reasonable access, in such manner as not to unreasonably interfere with the Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and normal operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times Business, during normal business hours and upon reasonable advance notice notice, to (i) the properties, personnel, books, contracts, commitments and under reasonable circumstances so records included in, or related to, the Acquired Assets, including financial information, Tax records, and full file wrappers for all Acquired Patents and Patent applications to the extent available; and (ii) such other information concerning the Business and the Acquired Assets as Purchaser may reasonably request, in each case for purposes of consummating the Transactions. (b) Subject to minimize disruption to compliance with Applicable Law, during the Pre-Closing Period, each of Purchaser and Seller shall confer on a regular and frequent basis with one or impairment more representatives of the Company’s business. No investigation by Parent or other party to report operational matters of materiality and the Company general status of ongoing operations. (whether conducted prior c) Notwithstanding anything to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained contrary in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, no Seller Group member or the Additional Seller Group Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing, the Company shall not be required to provide any such access to or disclose (a) any such information to Purchaser or documents which would (its Representatives if such disclosure would, in the Seller’s reasonable judgment of the Company) be reasonably likely to with advice from counsel, (i) constitute a waiver of the jeopardize any attorney-client or other legal privilege held by the Company or any of its subsidiaries, (ii) violate contravene any applicable Laws Applicable Laws, including antitrust or (iii) breach any agreement of the Company competition laws or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliatesprivacy laws. The Parties acknowledge that, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigationcase by case basis, any access to information that is reasonably pertinent thereto. Notwithstanding anything or discussions pursuant to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall this Section 6.1 may be subject to “counsel to counsel” or “clean team” restrictions in order to ensure compliance with applicable antitrust laws and/or a Party’s confidentiality obligations vis-à-vis third parties. (d) No information or knowledge obtained in any investigation pursuant to this Section 6.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the terms conditions to the obligations of the Confidentiality AgreementParties to consummate the Acquisition.

Access to Information. (a) Prior to the Effective TimeClosing and subject to applicable Laws and Section 6.4, Parent Purchaser shall be entitled, through its officers, employees and representativesRepresentatives (including its legal advisors and accountants), to have such reasonable access to the assets, properties, records, business businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as is it reasonably necessary or appropriate requests upon reasonable advance written notice in connection with ParentPurchaser’s investigation of efforts to consummate the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuringTransactions. Any such investigation access and examination shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment that do not unreasonably interfere with the normal operations of the Company’s businessbusiness and shall be subject to restrictions under applicable Law. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the The Company shall furnish cause the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants accountants, attorneys and attorneys other Representatives of the Company and its Subsidiaries to reasonably cooperate with such representatives Purchaser and Purchaser’s Representatives in connection with such investigationaccess and examination, and Purchaser and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any disclosure during such investigation by Purchaser or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the foregoingcontrary, no such access or examination shall be permitted to the extent that it (i) relates to information with respect to the negotiation of this Agreement and the Transactions, (ii) would unreasonably disrupt the operations of the Company shall not be required and its Subsidiaries or (iii) would require the Company and its Subsidiaries to provide access to or disclose (a) any information or documents which would (that in the reasonable judgment of the Company) be reasonably likely Company after consultation with counsel, is subject to (i) constitute a waiver of the attorney-client privilege or other privilege held by may conflict with any confidentiality obligations to which the Company or any of its subsidiariesSubsidiaries is bound (provided that the Company and its Subsidiaries shall use their respective commercially reasonable efforts to provide such access and permit such examination in a manner that would not jeopardize such privilege or conflict with such confidentiality obligations). (b) All Parent or Purchaser communications directly with any employee of the Company or its Subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement the customers, suppliers, landlords, lenders and other material business relations of the Company or any of its subsidiaries Subsidiaries in connection with planning for the integration of the Company by Purchaser following the Closing or otherwise in connection with the Transactions shall be in accordance with a communications strategy mutually agreed to by the Company and Purchaser (which will specify which persons are entitled to make such communications) or otherwise agreed upon in writing in advance by the Company and Purchaser, and all other communications with such parties related to the Transactions shall be conducted in accordance with Section 6.3. Nothing in this Section 6.5(b) shall prohibit Purchaser or any of its Affiliates from communicating with any third party; provided, however, that each party shall use customer or potential customer of Purchaser or any of its reasonable best efforts Affiliates in the ordinary course of business regarding any matter unrelated to obtain any required consents and take the Transactions (whether or not such other reasonable action (such as the entry into Person is also a joint defense agreement or other arrangement to avoid loss customer of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementSubsidiaries).

Access to Information. Prior to (a) From the date hereof until the earlier of the Effective TimeTime and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the Company as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. No investigation by Parent or from Parent, the Company shall (whether conducted prior i) provide to or after Parent and the date officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources and other authorized representatives (collectively, “Representatives”) of this Agreement) shall diminish or obviate any of Parent reasonable access during normal business hours to the representationsoffices, warrantiesproperties, covenants or agreements contracts, personnel, books and records of the Company or any of its Subsidiaries, (ii) furnish to Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make and its Representatives such investigation, the Company shall furnish the representatives of Parent during such period with such existing financial and operating data and other existing information and copies of such documents concerning the affairs of the Company as such representatives persons may reasonably request in writing and use (iii) instruct its reasonable best efforts to cause and its officers, Subsidiaries’ employees, consultantslegal counsel, agentsfinancial advisors, accountants auditors and attorneys other Representatives to reasonably cooperate with such representatives Parent and its Representatives in connection with such their investigation. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or provide any access to, any information to any person not a party to, or otherwise covered by, the Confidentiality Agreements or any similar agreement with respect to such information, (B) take or allow actions that would unreasonably interfere with the Company’s or any of its Subsidiaries’ operation of its business or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties or (C) provide access to or disclose (a) furnish any information or documents which if doing so would violate any agreement with any Third Party (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by provided that the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its has used reasonable best efforts to obtain the consent of such Third Party to such inspection or disclosure) or any required consents and take such other reasonable action (such as the entry into a joint defense agreement applicable Law, or other arrangement to avoid loss of attorney-client privilege) to permit where such access to information would reasonably be expected to involve the waiver of any client attorney privilege; provided that the Company shall use reasonable best efforts to provide access to or disclosure; furnish any information on a basis that does not waive such privilege with respect thereto. If any material is withheld by the Company pursuant to the immediately preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld. In exercising its rights hereunder, Parent shall (and shall cause each of its Representatives to) conduct itself so as to not unreasonably interfere in the conduct of the business of the Company or its Subsidiaries. (b) if the Company All information provided or any of its affiliates, on the one hand, and made available pursuant to this Section 6.03 to Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided Representatives shall be subject to the terms Confidentiality Agreements, including for the avoidance of doubt the limitations on which of the Confidentiality Representatives of Parent may receive certain information pursuant in Section 6.03(a) as set forth in the Clean Room Agreement. (c) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. Prior Seller shall and shall cause the Company and the Subsidiaries to afford to the Effective Timeofficers, Parent shall be entitled, through its employees and representativesauthorized representatives of Parent (including legal counsel, accountants, investment advisers, lenders and investment bankers) reasonable access during normal business hours, upon reasonable advance notice, to have such reasonable access to the assetsoffices, properties, records, employees and business and operations financial records of the Company and the Subsidiaries to the extent Parent shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Parent or its authorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided, however, that: (a) Seller, the Company and the Subsidiaries shall not be required to violate any Requirements of Law, Governmental Order or obligation of confidentiality to which Seller, the Company or any Subsidiary is reasonably necessary subject or appropriate to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; and (b) Parent shall not, without the prior written consent of Seller, contact or communicate with any vendor, client, customer, employee, independent contractor or other business partner of the Company and the Subsidiaries with respect to or in connection with Parent’s investigation of the Company with respect to the transactions contemplated hereby and with respect by this Agreement. Parent agrees that: (x) any access to Parent’s integration planning and transaction structuring. Any such investigation and examination information pursuant to this Section 7.1 shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as not to minimize disruption to or impairment interfere unreasonably with the operations of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigationSeller, the Company and the Subsidiaries; (y) all requests by Parent for access or availability pursuant to this Section 7.1 shall furnish the representatives of Parent during such period with such information be submitted or directed exclusively to any individual designated by Seller; and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigation. Notwithstanding the foregoing(z) Seller, the Company and the Subsidiaries shall not be required to provide access to any books and records or disclose (a) any information reports based thereon that they do not maintain or documents which would (prepare in the reasonable judgment ordinary course of their business. If in the Company) be reasonably likely course of any investigation pursuant to (i) constitute a waiver this Section 7.1, Parent’s officers, employees or authorized representatives discover any breach of the attorney-client any representation or other privilege held by the Company warranty contained in this Agreement, or any circumstance or condition that upon Closing would constitute such a breach (or would have a significant possibility of its subsidiariesconstituting such a breach), (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, Parent covenants that each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretoit will promptly so inform Seller. Notwithstanding anything to the contrary contained herein, Parent no investigation or access to information or Knowledge of Parent, including pursuant to this Section 7.1 shall not be entitled qualify or limit any representation, warranty or covenant set forth herein, the conditions to undertake any environmental sampling Closing set forth herein or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject rights to the terms of the Confidentiality Agreementindemnification set forth herein.

Access to Information. Prior Until the Closing, the Company shall afford to Parent and its representatives (including accountants and counsel) reasonable and direct access (in each case, only at such locations and in accordance with such procedures regarding prior notice and the Effective Timetime and duration of access as are mutually agreed to between Parent and the Company prior to any such access, Parent it being agreed and understood that access to any directors, officers and employees in accordance with such mutually agreed procedures shall be entitledgranted without the supervision of a representative of the Company if so requested by Parent) to all properties, through its employees and representatives, to have such reasonable access to the assets, propertiesbooks, records, files, Tax Returns and directors, officers, employees and counsel of the Company and each of its Subsidiaries (provided that Parent and its representatives shall not have access for purposes of conducting any environmental sampling or testing) and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records and other documents and to discuss the business of the Company and each of its Subsidiaries with such directors, officers, employees and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries. Parent and its representatives shall use their reasonable commercial efforts to conduct any such activities in such a manner as not to interfere with the business or operations of the Company as is reasonably necessary or appropriate in connection its Subsidiaries or otherwise cause any interference with Parent’s investigation the prompt and timely discharge by the employees of the Company with respect to the transactions contemplated hereby and with respect to Parent’s integration planning and transaction structuring. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment its Subsidiaries of the Company’s business. No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause its officers, employees, consultants, agents, accountants and attorneys to reasonably cooperate with such representatives in connection with such investigationtheir normal duties. Notwithstanding the foregoing, the Company Parent shall not be required to provide have access to or disclose (a) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement personnel records of the Company or any of its subsidiaries with Subsidiaries relating to medical histories. Parent agrees that it will not, and will cause its respective representatives not to, use any third party; providedinformation obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement dated as of May 9, however2005 between Parent and Bear, that each party shall use its reasonable best efforts to obtain any required consents Xxxxxxx & Co. Inc., for itself and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss on behalf of attorney-client privilege) to permit such access or disclosure; or (b) if the Company or any of its affiliates(the “Confidentiality Agreement”), on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. Notwithstanding anything to the contrary herein, Parent shall not be entitled to undertake any environmental sampling or testing in connection with its investigation of the Company’s (or its subsidiaries’) properties, business and operations. The information and documents so provided shall be subject to the terms of the Confidentiality AgreementSection 7.5) continue to apply with respect to information furnished thereunder or hereunder and any other activities contemplated thereby.