Common use of Access to Information Clause in Contracts

Access to Information. 7.1.1 The Company shall and shall cause the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements.

Access to Information. 7.1.1 The Company shall shall, and shall --------------------- cause the Company each of its Subsidiaries to to, afford to Compass Parent, and its to Parent's accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. reasonable access and Xxxxxx Brothers, permit them to make such inspections as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access they may reasonably require during normal business hours throughout during the period prior to from the Closing date of this Agreement through the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited including the availability of an office at the Company's corporate headquarters where Parent's representatives may work on a day-to, financial statements and Tax Returns-day basis) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to one another Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state laws and (ii) all due diligence other information requested concerning its business, properties and personnel as Parent may reasonably request; provided that no investigation pursuant to this Section 7.2 or otherwise will affect or be deemed to modify any of the representations and warranties made by the Company in this Agreement. In no event shall the Company be requested to supply to Parent, or to Parent's accountants, counsel, financial advisors or other partyrepresentatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company which were received or conducted prior to the date hereof, except to the extent necessary for use in the Offer Documents, the Schedule 14D-9 and the Proxy Statement and/or the Information Statement. Compass shall hold Except as required by law, Parent will hold, and will cause its affiliates, associates and representatives to hold, any nonpublic information in confidence until such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to cause ensure that such affiliates, associates and representatives do not disclose such information to others without the Compass Representatives to holdprior written consent of the Company. In the event of termination of this Agreement for any reason, and the Stockholders and Parent shall promptly return or destroy all nonpublic documents so obtained from the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each its Subsidiaries and any copies made of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsdocuments for Parent.

Access to Information. 7.1.1 The Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall shall, and shall cause the each Company Subsidiaries to afford to Compass Subsidiary to, (a) give Parent and its officers, employees, accountants, actuaries, counsel, financial advisors financing sources and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. agents and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Parent Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective propertiesits buildings, booksoffices, contractsand other facilities and to all of its Books and Records, commitments whether located on its premises or at another location; (b) permit Parent and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Parent Representatives to hold, make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Stockholders Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary with the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall hold and shall use their reasonable best efforts affect or be deemed to cause modify any representation or warranty made by the Company Representatives to hold, in strict confidence all non-public information herein. Materials furnished to it in connection with Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementshereby.

Access to Information. 7.1.1 (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall cause afford to the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information requested by concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the other partyCompany, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Compass Parent and its subsidiaries shall hold and shall use its their reasonable best efforts to cause the Compass Parent Representatives to hold, and the Stockholders Company and the Company its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to it Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of CompassParent, the Stockholders Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements.

Access to Information. 7.1.1 The Upon reasonable notice, the Company shall shall, and shall cause the Company Subsidiaries to to, afford to Compass and its the officers, directors, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counselinvestment bankers, financial advisors and other representatives of Parent (collectively, the "Company Representatives") full access reasonable access, during normal business hours throughout the period prior to the Closing Effective Time, to all of their respective its properties, books, contracts, commitments commitments, records and records other information (including, but not limited to, financial statements and Tax Returns) and, during such period, each of the parties hereto shall, and shall cause its Subsidiaries to, furnish promptly to one another all due diligence information requested by the other partyparty access to each significant report, schedule and other document filed or received by it or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the FERC, the public utility commission of any State, the Nuclear Regulatory Commission, the Department of Labor, the Immigration and Naturalization Service, the Environmental Protection Agency (state, local and federal), the IRS, the Department of Justice, the Federal Trade Commission, or any other federal, state or foreign regulatory agency or commission or other Governmental Authority. Compass shall hold In addition, during such period, the Company shall, and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Subsidiaries to, furnish promptly to Parent and Merger Sub access to all information concerning the Company, the Company Subsidiaries, directors, officers and shareholders, properties, facilities or operations owned, operated or otherwise controlled by the Company, or if not so owned, operated or controlled, which properties, facilities or operations that the Company may nonetheless obtain access to through the exercise of reasonable diligence, and such other matters as may be reasonably requested by Parent in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. Parent shall, and shall cause its Subsidiaries and Representatives to hold(other than its Representatives who have entered into separate confidentiality agreements with the Company) to, hold in strict confidence all non-public documents and information concerning the Company furnished to it in connection with the transactions contemplated by this Agreement or any in accordance with the Confidentiality Agreement, dated as of the Other AgreementsOctober 1, except that each of Compass1999, the Stockholders between Xxxxx X. Xxxxx and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to (the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements"Confidentiality Agreement").

Access to Information. 7.1.1 The (a) Upon reasonable notice and subject to applicable Laws, the Company shall shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectivelyof Parent, the "Company Representatives") full access reasonable access, during normal business hours throughout during the period prior to the Closing Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, financial statements and Tax Returns) and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities Laws or federal or state banking Laws (other than reports or documents that the Company is not permitted to disclose under applicable Law), (ii) all due diligence other information requested concerning its business, properties and personnel as Parent may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by the other party. Compass shall hold Company at Parent’s request) in order to prepare a good faith estimate of the potential impact of Sections 280G and shall use its reasonable best efforts 4999 of the Code with respect to cause the Compass Representatives amounts potentially payable to hold, and the Stockholders and senior executives of the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the consummation of the transactions contemplated by this Agreement or any Agreement. Upon the reasonable request of the Other AgreementsCompany, except that each of Compass, the Stockholders Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company its shareholders in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement or Agreement. Neither the Company nor Parent, nor any of their respective Subsidiaries shall be required to provide access to or to disclose information to the Other Agreementsextent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the preceding two weeks.

Access to Information. 7.1.1 The From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause the Company each of its Subsidiaries to to) afford to Compass and its accountantsofficers, employees, counsel, financial advisors investment bankers, accountants and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as authorized representatives (collectively, the "“Representatives"”) of the underwriters engaged Parent and the Purchaser reasonable access, in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and a manner not materially disruptive to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to operations of the Stockholders and business of the Company and their accountantsits Subsidiaries, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior and upon reasonable notice, to the Closing to all of their respective properties, books, contracts, commitments books and records (including, but not limited to, financial statements of the Company and Tax Returns) its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information requested by to the other party. Compass shall hold and Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to cause obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Compass Representatives to holdAgreement Date, and the Stockholders and the Company shall hold provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary of the analysis underlying each fairness opinion and shall use their reasonable best efforts a copy of the relevant portions of each Company financial advisor’s presentation to cause the Company Representatives Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to hold, in strict confidence all non-public information furnished to it in connection with hereunder by the transactions contemplated by this Agreement or any of the Other AgreementsCompany, except that each of Compass, the Stockholders its Subsidiaries and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to Company’s Representatives (as defined in the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsConfidentiality Agreement).

Access to Information. 7.1.1 The Upon reasonable notice, (a) the Company shall shall, and shall cause its Subsidiaries to, afford the Company Subsidiaries to afford to Compass and its officers, directors, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Company Representatives") full access of Parent reasonable access, during normal business hours throughout the period prior to the Closing Merger Effective Time, to all of their respective its properties, facilities, operations, books, contracts, commitments and records (including, but not limited to, financial statements Tax Returns and any information relating to any audits or other examinations of such Tax Returns) andand personnel (including the Company's environmental, health and safety personnel) and (b) Parent shall, and shall cause the Parent Significant Subsidiaries to, afford to the Representatives of the Company, reasonable access to senior executives of Parent for the purpose of discussing Parent's business (with reasonable access to the documents related thereto) during such periodthe period prior to the Merger Effective Time. Each party shall, and shall cause its Subsidiaries to, in addition to the advance approval requirements set forth in Section 7.3(b), furnish promptly to one another the other (a) access to each report, schedule and other document filed or received by it or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the FERC, the NRC, the DOE, the Department of Justice, the Federal Trade Commission or any other federal or state regulatory agency or commission that relates to the transactions contemplated hereby or, subject to the terms of any then existing confidentiality requirements, that is otherwise material to the financial condition or operations of the Company and its Subsidiaries taken as a whole, or to Parent and its Subsidiaries taken as a whole, as the case may be and (b) access to all due diligence information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably requested by the other partyparty in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. Compass shall hold Each party shall, and shall use cause its reasonable best efforts to cause the Compass Subsidiaries and Representatives to holdto, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the other furnished to it in connection with the transactions contemplated by this Agreement or any of in accordance with the Other AgreementsConfidentiality Agreement, except that each of Compassdated December 13, the Stockholders and 1999, between the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to and Parent (the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements"Confidentiality Agreement").

Access to Information. 7.1.1 The (a) From the date hereof until the Closing, upon reasonable notice, the Company shall shall, and shall cause each Subsidiary to (i) afford the Company Subsidiaries to afford to Compass Purchaser and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as authorized representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and reasonable access to the other Founding Companies offices, properties, books and their accountants, counsel, financial advisors records and other representatives, and Compass shall afford to the Stockholders and key employees of the Company and their accountants, counsel, each Subsidiary and (ii) furnish to the Purchaser such additional financial advisors and other representatives (collectivelyinformation regarding the Company and the Subsidiaries as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the "Company Representatives") full access Purchaser’s expense, during normal business hours throughout hours, under the period supervision of the Company’s or a Subsidiary’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and the Subsidiaries. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for access to offices, properties or books or records of the Company or any Subsidiary or additional financial and other information shall be directed solely to Xxxxx Xxxxxxxx, or such other person as he may designate and approve. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall be required to disclose any information to the Purchaser if such disclosure could, in the Company’s reasonable business judgment, (x) cause material competitive harm to the Company and the Subsidiaries, on a consolidated basis, if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsdate hereof.

Access to Information. 7.1.1 The Subject to the Confidentiality Agreement and applicable law, the Company shall and shall cause the Company Subsidiaries to afford to Compass Parent and its accountants, counsel, financial advisors counsel and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. reasonable access and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access upon reasonable prior notice during normal business hours throughout to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its Subsidiaries during the period prior to the Closing earlier of the Effective Time or the termination of this Agreement to obtain all information concerning the business of their respective the Company and its Subsidiaries, including the status of product development efforts, properties, booksresults of operations and personnel of the Company and its Subsidiaries and use commercially reasonable efforts to make available at reasonable times during normal business hours to Parent and its representatives, contractsthe appropriate individuals (including management, commitments personnel, attorneys, accountants and records (includingother professionals) for discussion of the Company and its Subsidiaries’ business, but not limited toproperties, financial statements prospects and Tax Returns) and, during personnel as Parent may reasonably request. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to one another Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all due diligence other information requested concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries may reasonably require the Company or its Subsidiaries to restrict or prohibit access to any such properties, personnel or information and (ii) such access would be in breach of any confidentiality obligation, commitment or provision by which the other Company or any of its Subsidiaries is bound or affected, 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. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and Any information obtained from the Company shall hold and shall use their reasonable best efforts or any of its Subsidiaries pursuant to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions access contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice Section 5.4 shall be subject to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsConfidentiality Agreement.

Access to Information. 7.1.1 The (a) Subject to the Confidentiality Agreement and applicable Law, the Company shall (i) give Parent and shall cause the Company Subsidiaries Merger Sub and their Representatives reasonable access (during regular business hours upon reasonable notice) to afford to Compass and its accountantssuch employees, counselplants, financial advisors offices, warehouses and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), facilities at reasonable times and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, such books, contracts, commitments and records (including, but not limited to, financial statements and including Tax Returns) andof the Company and its Subsidiaries as Parent may reasonably request and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties, litigation matters, personnel and environmental compliance of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request (including any final revenue summary and final summary monthly financial reporting package that is provided to the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers), and (iv) furnish promptly to one another all due diligence information requested Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws. The Company shall: (i) keep Parent promptly informed of (A) any material communication (written or oral) with or from the FDA and any other partyRegulatory Authority and (B) any material communications (written or oral) received from any Person challenging the validity or ownership the Intellectual Property of the Company and (ii) not make any written submissions relating to product approvals or any other material submissions to the FDA or any other Regulatory Authority without prior disclosure to Parent of the details of such submissions. Compass Notwithstanding the foregoing, the Company shall hold and not be obligated to provide such access, inspections, data or other information to the extent that to do so (x) may cause a waiver of an attorney-client privilege, loss of attorney work product protection or loss or waiver of any other legal privilege, or (y) would violate a confidentiality or other contractual obligation to any Person; provided, however, that the Company shall use its reasonable best efforts to cause obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the Compass Representatives redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to holdoutside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, Merger Sub in strict confidence all non-public information furnished to it in connection compliance with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partyapplicable Law. In addition, Compass will cause each of the other Founding Companies Company and their stockholders its officers and employees shall reasonably cooperate with Parent in Parent’s efforts to enter into a provision similar comply with the rules and regulations affecting public companies, including the Xxxxxxxx-Xxxxx Act. No review pursuant to this Section 7.1 ----------- requiring each such Founding Company 5.03(a) shall affect or be deemed to keep confidential and to use their reasonable best efforts to cause their respective accountantsmodify any representation or warranty contained herein, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement covenants or any agreements of the Other Agreementsparties hereto or the conditions to the obligations of the parties hereto under this Agreement.

Access to Information. 7.1.1 The Company Subject to the Confidentiality Agreement and applicable Law relating to the sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and shall cause representatives, to make such investigation of the properties, businesses and operations of the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, Subsidiaries (including, without limitation, Xxxxxxxxxx Securities, Inc. ordering title investigations and Xxxxxx Brothers, as representatives (collectively, the "Representatives"third party inspections) and such examination of the underwriters engaged books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent, potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to reasonably cooperate with Parent, potential sources of capital, rating agencies, prospective lenders and investors and Parent’s potential sources of capital, rating agencies’, prospective lenders’ and investors’ representatives in connection with the IPO (the "Underwriters") such investigation and counsel for the Underwriters (collectively, the "Compass Representatives")examination, and to the other Founding Companies Parent and its potential sources of capital, rating agencies, prospective lenders and investors and their accountants, counsel, financial advisors and other representatives, and Compass representatives shall afford to the Stockholders and cooperate with the Company and their accountants, counsel, financial advisors and other its representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company Representatives or any of its Subsidiaries to holddisclose 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 strict confidence all non-public information furnished writing to it Parent as the representative contemplated by this Section 7.1), (i) neither Parent nor any potential sources of capital, rating agencies, prospective lenders and investors shall contact any suppliers to, or customers or employees of, the Company or any of its Subsidiaries in connection with respect of this Agreement or the transactions contemplated by this Agreement hereby and (ii) neither Parent nor any potential source of capital, rating agency, prospective lender or investor shall have any right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of the Other Agreements, except that each of Compass, the Stockholders its Subsidiaries. Parent shall and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will shall cause each of the other Founding Companies Parent’s Affiliates and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any non-public information obtained by such Founding Company received from the Company, its Affiliates or representatives, directly or indirectly, pursuant to this Section 7.1 in connection accordance with the transactions contemplated by this Agreement or any of the Other AgreementsConfidentiality Agreement.

Access to Information. 7.1.1 The Subject to applicable law, the Company shall and shall cause the Company Subsidiaries to afford to Compass Parent and its accountants, counsel, financial advisors counsel and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives reasonable access (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Closing to Effective Time to: (i) all of their respective the properties, books, contracts, commitments and records of the Company and its Subsidiaries, including all Company Intellectual Property (includingincluding access to source code, but not limited toto detailed information concerning design processes, financial statements and Tax Returnsdesign specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that (1) access to source code shall only occur on the premises of the Company in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or representatives of the Company; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to have Company engineering personnel available, as provided in subpart 4; (3) Parent and its representatives shall be permitted to take notes during such periodaccess provided that (A) on each day such notes are taken, Company shall furnish be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (4) such access shall be permitted for up to fifteen days (which need not be consecutive) selected by Parent in accordance with the requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in which case the parties shall work in good faith to schedule another day that is mutually agreeable)), and all capitalization and equity compensation information that is necessary 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, (ii) all other information concerning the business, properties and personnel (subject to one another restrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request, and (iii) all due diligence information Employees of the Company and its Subsidiaries as reasonably requested by the other partyParent. Compass shall hold The Company agrees to promptly provide to Parent and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors counsel and other representatives to keep confidential any information obtained by copies of such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsinternal financial statements (including Tax Returns and supporting documentation) as may be reasonably requested.

Access to Information. 7.1.1 The Company shall Subject to currently existing contractual and legal restrictions applicable to IGL (which IGL represents and warrants do not require it to withhold information which is material and adverse to IGL and its Subsidiaries taken as a whole) or to FTX (which FTX represents and warrants do not require it to withhold information which is material and adverse to FTX and its Subsidiaries taken as a whole), IGL and FTX shall, and shall cause each of its respective Subsidiaries to, afford, during normal business hours during the Company Subsidiaries period from the date of this Agreement through the Effective Time, to afford to Compass and its the accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors officers and other representatives (collectivelyof the other reasonable access to, the "Company Representatives") full access during normal business hours throughout the period prior and permit them to the Closing to all of their respective make such inspections as may reasonably be requested of, its properties, books, contracts, commitments and records (including, but not limited towithout limitation, financial statements the work papers of independent public accountants), and Tax Returns) also permit such interviews with its officers and employees as may be reasonably requested; and, during such period, IGL and FTX shall, and shall cause each of its respective Subsidiaries to, furnish promptly to one another all due diligence information requested by the other party(i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its properties, assets, business and personnel as the other may reasonably request. Compass From the date of this Agreement through the Effective Time, IGL and FTX shall hold and shall use its reasonable best efforts consult with each other regarding any inquiries made by antitrust regulatory authorities, including as to cause the Compass Representatives to hold, any issues raised by such authorities and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partypossible resolutions thereof. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar No investigation pursuant to this Section 7.1 ----------- requiring each such Founding Company 5.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any the obligations of the parties hereto. All information obtained by such Founding Company IGL or FTX pursuant to this Section 5.4 shall be kept confidential in connection accordance with the transactions contemplated by this Confidentiality Agreement or any of the Other Agreementsdated July 30, 1997 among IGL, FTX and FRP.

Access to Information. 7.1.1 The Company shall (a) Upon reasonable notice to the Company, the Acquired Companies shall, and shall use reasonable best efforts to cause the Company Subsidiaries to their Representatives to, afford to Compass Parent’s and its accountantsMerger Sub’s officers and Parent’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Closing to all of their respective Representatives, properties, assets, facilities, books, contractsContracts, commitments and Permits, records (including, but not limited to, financial statements and including Tax Returns), reports, correspondence and any other documents and information of the Acquired Companies (whether in physical or electronic form), provided, that, in each case, such access may be limited to the extent the Company reasonably determines, in light of the Coronavirus (COVID-19) andpandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Authority), during that such periodaccess would jeopardize the health and safety of any Acquired Company’s employee; provided, shall furnish promptly to one another all due diligence information requested by however, that the other party. Compass shall hold and Company shall use its reasonable best efforts to cause allow for such access or as much of such access as is possible in a manner that does not jeopardize the Compass Representatives to hold, health and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any safety of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partysuch employees. In addition, Compass will cause each of the other Founding Acquired Companies shall, and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to shall use their reasonable best efforts to cause their respective accountantsRepresentatives to, counselfurnish Parent and Merger Sub all financial, financial advisors operating and other representatives data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request. Notwithstanding the foregoing, the Acquired Companies shall not be required to keep confidential disclose any information obtained to Parent to the extent the Company reasonably determines such disclosure (i) would jeopardize the attorney-client privilege, (ii) would reasonably be expected to result in a loss of Trade Secret protection or (iii) would contravene any Applicable Law; provided that the Company shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. With respect to all information provided to Parent or any of its Representatives by such Founding the Company or any of its Representatives in connection with the transactions contemplated by this Agreement and the consummation of the Transactions (including any information disclosed pursuant to this Section 6.04) Parent agrees that all information provided to it or any of its Representatives in connection with this Agreement and the Other Agreementsconsummation of the Transactions shall be deemed to be Confidential Information (as such term is used in the Confidentiality Agreement) and shall be treated in accordance with the Confidentiality Agreement.

Access to Information. 7.1.1 The (a) From the date hereof until the Effective Time and subject to the requirements of applicable Laws, the Company shall shall, and shall cause the Company each of its Subsidiaries to, (i) provide to afford to Compass Parent and its accountantsMerger Sub, and their respective officers, directors, employees, managers, consultants, counsel, financial advisors advisors, auditors, agents and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as authorized representatives (collectively, the "“Parent Representatives"”) of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Closing to all employees, accountants, legal counsel, auditors and other representatives and agents of their respective the Company and its Subsidiaries and the offices, properties, books, contracts, commitments books and records of the Company and its Subsidiaries, including access to conduct environmental site assessments, (ii) furnish to Parent, Merger Sub and the Parent Representatives such financial and operating data and other information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as such Persons may reasonably request (including, but not limited to, furnishing to Parent the financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested results of the Company in advance of any filing by the other party. Compass shall hold and shall use its reasonable best efforts to cause Company with the Compass Representatives to holdSEC containing such financial results), and (iii) instruct the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountantsemployees, counsel, financial advisors advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to keep confidential cooperate reasonably with Parent and Merger Sub to obtain access to information concerning the Company and its Subsidiaries, as the case may be. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, Merger Sub or any Parent Representatives 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 or an existing Contract, provided, that the Company shall use its commercially reasonable efforts to (A) obtain the required consent from any required third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Notwithstanding the foregoing, neither Parent, Merger Sub nor any Parent Representatives shall have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of material liability. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time or the Termination Date, the Company will furnish to Parent (i) the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 within 90 days after December 31, 2010, (ii) the unaudited quarterly consolidated financial statements of the Company and its Subsidiaries for any quarterly period ended after the date hereof within 45 days after the last day of the relevant quarter and (iii) promptly after becoming available, monthly financial statements, including an unaudited balance sheet, consolidated results of operations and consolidated cash flows and changes in shareholders equity. Parent and Merger Sub agree that they will not, and will direct the Parent Representatives not to, use any information obtained by such Founding Company in connection with pursuant to this Section 5.2 for any purpose unrelated to the Merger, this Agreement or the transactions contemplated by hereby. Such access to information pursuant to this Agreement or any Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Other Agreementsbusiness of the Company and its Subsidiaries. Parent and Merger Sub shall present all requests for information and access only to such Persons as the parties may reasonably agree upon.

Access to Information. 7.1.1 The (a) During the period from the date of this Agreement continuing until the earlier of the valid termination of this Agreement or the Effective Time, subject to the requirements of applicable Law, the Company shall shall, and shall cause the Company its Subsidiaries to afford to Compass to, (i) give Acquiror and its Merger Sub and their authorized officers, employees, accountants, counselinvestment bankers, financial advisors counsel and other representativesRepresentatives reasonable access (during regular business hours upon reasonable notice) to such employees, includingoffices, without limitation, Xxxxxxxxxx Securities, Inc. data centers and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), other facilities at reasonable times and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, such books, contractsContracts, commitments and records (including, but not limited to, financial statements and including Tax Returns) andof the Company and its Subsidiaries as Acquiror or Merger Sub may reasonably request and instruct the Company’s (and its Subsidiaries’) independent public accountants to provide access to their work papers and such other information as Acquiror or Merger Sub may reasonably request, during (ii) furnish Acquiror and Merger Sub with such periodfinancial and operating data and other information with respect to the business, shall properties and personnel of the Company as Acquiror or Merger Sub may from time to time reasonably request, (iii) furnish promptly to one another all due diligence information requested Acquiror and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws and (iv) with respect to the matters set forth on Section 6.03(a) of the Disclosure Letter, consult with Acquiror with respect to any decisions of a legal nature related thereto and prior to the Company or its Subsidiaries responding to any request or submitting any documentation in response thereto, provide Acquiror a reasonable opportunity to review any such submission, response or related documentation and provide comments; provided that with respect to this clause (iv), the Company and its Subsidiaries shall not agree to settle or provide any remedy with regard to any such matters without the prior written consent of Acquiror, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to provide such access, inspections, data or other party. Compass shall hold information to the extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person or any Law; provided, however, that in the case of clause (A) and (B), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, data or other information to Acquiror and Merger Sub in compliance with applicable Law, and otherwise the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause institute appropriate substitute disclosure arrangements, to the Compass Representatives extent practicable in the circumstances. No investigation pursuant to holdthis Section 6.03 or by Acquiror or its Affiliates shall affect or be deemed to modify any representation, and the Stockholders and warranty, covenant or other agreement made by the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any the conditions of the Other Agreements, except that each of Compass, the Stockholders Acquiror and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsMerger Sub related thereto.

Access to Information. 7.1.1 The Prior to the Closing or until this Agreement is earlier terminated, the Company shall and shall cause the Company Subsidiaries to afford to Compass the officers, employees, agents and authorized representatives of Parent and Merger Sub and their respective Affiliates (including its and their independent public accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives attorneys) (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance written notice, to the "Representatives"offices, properties and business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the underwriters engaged 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 deem necessary in connection with the IPO Transaction (the "Underwriters"including for purposes of post-closing integration) and counsel for shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Underwriters (collectivelyAcquired 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 "Compass Representatives")Company shall not be required to disclose any information to Parent, and Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to the (i) jeopardize any attorney-client or other Founding Companies and their accountantslegal privilege or (ii) contravene any applicable Law, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period fiduciary duty or binding agreement entered into prior to the Closing date of this Agreement (including any obligation of confidentiality to all of their respective propertieswhich the Company or its Affiliates are subject), booksprovided, contractsthat, commitments and records (includingin each case, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their have used commercially reasonable best efforts to cause make appropriate substitute arrangements under circumstances in which the Company restrictions of (i) and (ii) would apply and provided, further, that Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not conduct environmental sampling, testing or invasive investigations of any kind without the written permission of the Company, which may be withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such investigation shall be conducted in such a manner as not to hold, in strict confidence all non-public information furnished to it in connection interfere with the transactions contemplated by this operations of the Acquired Companies 37 Agreement or 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 Other Agreementsemployees, except that each of Compasscustomers, the Stockholders and the Company may disclose any information that it is required by law distributors, or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each suppliers of the other Founding Acquired Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with without the transactions contemplated by this Agreement or any prior written consent of the Other AgreementsGeneral 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. 7.1.1 The (a) Upon reasonable notice and subject to applicable Laws, the Company shall shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectivelyof Parent, the "Company Representatives") full access reasonable access, during normal business hours throughout during the period prior to the Closing Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, financial statements and Tax Returns) and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities Laws or federal or state banking Laws (other than reports or documents that the Company is not permitted to disclose under applicable Law), (ii) all due diligence other information requested concerning its business, properties and personnel as Parent may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by the other party. Compass shall hold Company at Parent’s request) in order to prepare a good faith estimate of the potential impact of Sections 280G and shall use its reasonable best efforts 4999 of the Code with respect to cause the Compass Representatives amounts potentially payable to hold, and the Stockholders and senior executives of the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the consummation of the transactions contemplated by this Agreement or any Agreement. Upon the reasonable request of the Other AgreementsCompany, except that each of Compass, the Stockholders Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company its shareholders in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement or Agreement. Neither the Company nor Parent, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the Other Agreementsextent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the preceding two weeks.

Access to Information. 7.1.1 The Subject to the Confidentiality Agreement and applicable Law, the Company shall and shall cause the Company Subsidiaries to afford to Compass Parent and its accountants, counsel, financial advisors counsel and other representatives, reasonable access, off premises, during normal business hours to the books, analysis, projections, plans, systems, contracts, commitments and records of the Company and its Subsidiaries during the period prior to the Effective Time to obtain all information concerning the business of the Company and its Subsidiaries, including the status of product development efforts, properties, results of operations and personnel of the Company and its Subsidiaries (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, it being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes) and use all reasonable efforts to make available at all reasonable times during normal business hours to Parent and its representatives, the Presidents of its major subsidiaries and such other personnel requested by Parent that the Company believes will not disrupt the Company’s business (which access shall be arranged by the Company’s CEO or CFO), and its attorneys, accountants and other professionals for discussion of the Company and its Subsidiaries’ business, properties, prospects and personnel. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent at its request (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, it being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes). Notwithstanding anything else in this Section 7.4(b) to the contrary, the Chief Executive Officer of the Company shall arrange for the Chief Executive Officer of Parent to be granted reasonable access to the officers and managers of the Company’s Subsidiaries as reasonably requested by the Chief Executive Officer of Parent. Any information obtained from the Company or any of its Subsidiaries pursuant to the access contemplated by this Section 7.4 shall be subject to the Confidentiality Agreement. Nothing herein shall limit in any way the full and complete access of Parent and its representatives to the Company and its Subsidiaries following the Purchase Time, including, without limitation, Xxxxxxxxxx Securitiesaccess to all documents, Inc. and Xxxxxx Brothersdata, as representatives (collectivelyproperties, the "Representatives") personnel or other information or Intellectual Property of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsSubsidiaries.

Access to Information. 7.1.1 The Company shall (a) From and shall cause after the date of this Agreement, subject to the requirements of applicable Law, the Company Subsidiaries to afford to Compass will (i) give Parent and its Merger Sub and their authorized officers, employees, accountants, counselinvestment bankers, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives reasonable access (collectively, the "Company Representatives") full access during normal regular business hours throughout the period prior upon reasonable notice) to the Closing such employees, plants, offices, warehouses and other facilities at reasonable times and to all of their respective properties, such books, contracts, commitments and records (including, but not limited to, financial statements and including Tax Returns) andof the Company as Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Parent or Merger Sub may from time to time reasonably request, (iv) furnish promptly to one another all due diligence information requested Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company during such period pursuant to the requirements of the federal or state securities Laws, and (v) use its reasonable best efforts to assist Parent in obtaining reasonable physical access to the Manufacturing Facility in order for Parent to make such inspections as it may reasonably request. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other party. Compass information to the extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person; provided, however, that in the case of clause (A) and (B), the Company shall hold use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law, and otherwise the Company shall use its reasonable best efforts to cause the Compass Representatives to holdinstitute appropriate substitute disclosure arrangements, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of extent practicable in the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementscircumstances.

Access to Information. 7.1.1 The Except as set forth in Section 5.03 of the Company shall Disclosure Schedule, upon reasonable notice, the Company shall, and shall cause each of its subsidiaries to (in order to permit Parent to evaluate the Company Subsidiaries transactions contemplated by this Agreement), (i) at reasonable intervals from time to time, confer with Parent to report on operational matters and other matters reasonably requested by Parent and (ii) afford to Compass Parent and to its officers, employees, accountants, counsel, financial advisors counsel and other representatives, includingreasonable access, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective properties, books, contracts, commitments commitments, directors, officers, attorneys, accountants, auditors (and, to the extent within the Company's control, former auditors), other advisors and representatives, records (includingand personnel, but only to the extent that such access does not limited tounreasonably interfere with the business or operations of the Company or any such subsidiary, financial statements and Tax Returns) and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to one another all due diligence Parent (a) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal, state or local, domestic or foreign, laws and (b) such other information requested by the other party. Compass shall hold concerning its business, properties and shall use its reasonable best efforts to cause the Compass Representatives to holdpersonnel as Parent may reasonably request; provided, and the Stockholders and however, that the Company shall hold not be required to (or to cause any of its subsidiaries to) so confer, afford such access or furnish such copies or other information if doing so would, or would reasonably be expected to, subject the Company to liability under, or constitute a violation of, applicable laws or confidentiality obligations to a third party. All such information shall constitute Information (as such term is defined in the Confidentiality Agreement dated as of November 6, 2001, between the Company and Parent (the "Confidentiality Agreement")) and shall use their reasonable best efforts be subject thereto as provided therein, and Parent shall, and shall cause its advisors and representatives who receive Information to cause agree to, hold all such Information in confidence to the Company Representatives to holdextent required by, and in strict confidence all non-public information furnished to it in connection with accordance with, the transactions contemplated by this Agreement or any terms of the Other Agreements, except that each Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement.

Access to Information. 7.1.1 The Company shall and shall cause Subject to applicable law, the Company Subsidiaries to and its subsidiaries shall afford to Compass Parent and its Merger Subsidiary and their respective accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") sources of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors financing and other representatives (collectively, the "Company Parent Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by any of them pursuant to one another all due diligence information requested the requirements of federal or state securities laws or filed by any of them with the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it SEC in connection with the transactions contemplated by this Agreement Agreement, and (ii) such other information concerning its businesses, properties and personnel as Parent or any Merger Subsidiary shall reasonably request and will use reasonable efforts to obtain the reasonable cooperation of the Other AgreementsCompany's officers, except employees, counsel, accountants, consultants and financial advisors in connection with the investigation of the Company by Parent and the Parent Representatives; provided, however, that no investigation pursuant to this Section 5.04 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Information" for purposes of the Confidentiality Agreement dated February 24, 1999 between Parent and the Company (the "Confidentiality Agreement"), provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval, and (ii) each of CompassParent, the Stockholders Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. Notwithstanding the foregoing, provided the Company shall not be required to provide any information which it gives prior prompt written notice reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company or any subsidiary is required to keep confidential and to use their reasonable best efforts to cause their respective accountantsby reason of contract, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection agreement or understanding with the transactions contemplated by this Agreement or any of the Other Agreementsthird parties.

Access to Information. 7.1.1 The (a) During the Pre-Appointment Period, upon reasonable notice, the Company shall (and shall cause the Company its Subsidiaries to to) afford to Compass Parent and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full Representatives reasonable access during normal business hours throughout hours, and in a manner that does not materially disrupt or interfere with the period prior to business operations of the Closing Company or its Subsidiaries, to all of their respective propertiesits officers, booksemployees, contracts, commitments properties and offices and to all books and records (including, but not limited to, financial statements and Tax Returns) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to one another Parent and its Representatives, consistent with its legal obligations, all due diligence other information requested concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used its commercially reasonable best efforts to obtain the consent of such third party to such access, (ii) any Applicable Law requires the Company or its Subsidiaries to restrict access to any properties or information or (iii) providing such access would result in the Company waiving or otherwise losing any privilege with respect to any such information or if such information constitutes attorney work product. Without limiting the foregoing, the Company shall cooperate with Parent and its Representatives in all reasonable respects (including by providing reasonable access to the other party. Compass shall hold Company’s and its Subsidiaries’ records, personnel, and customers) in connection with, and shall use its commercially reasonable best efforts to cause assist Parent and its Representatives or, at Parent’s option and expense, an independent third party consultant in their efforts following the Compass Representatives date of this Agreement to, verify information regarding its customers, including, if requested by Parent and to holdthe extent permitted by Applicable Law, by requesting confirmation of such information and the Stockholders and statements from such customers, provided, that the Company shall hold and shall use their reasonable best efforts have the right to cause the Company participate jointly in any communications by Parent or its Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, customers except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company extent it may otherwise agree in connection with the transactions contemplated by this Agreement or any of the Other Agreementswriting.

Access to Information. 7.1.1 The Company shall (a) From the date hereof until the Closing Date, Parent and Seller shall, and shall cause the Company Subsidiaries Asset Transferors and the Acquired Companies, to afford to Compass the Buyer and its accountantsand its Representatives, counselupon reasonable written notice (and with respect to in-person access at the facilities of Parent, financial advisors Seller and other representativestheir respective Subsidiaries during regular business hours, which shall be subject to the consent of Parent, in the case of facilities of the Parent Group, and Seller, in the case of facilities of Seller and its Subsidiaries, not to be unreasonably withheld, conditioned or delayed) reasonable access to (i) all books and records; (ii) within thirty (30) days of receipt thereof, the results or summary results of (including, without limitationat a minimum, Xxxxxxxxxx Securitiesa detailed description of any risks, Inc. and Xxxxxx Brothersthreats, as representatives deficiencies or vulnerabilities (collectively, “Risks”) identified in) each cybersecurity or information security risk audit, assessment or penetration testing carried out by or for Parent and Seller (as applicable) or its or their Subsidiaries (including the "Representatives"Acquired Companies) with respect to the Business IT Systems (whether carried out by Parent or Seller or its or their applicable Subsidiaries or any third party vendor on its or their behalf), as well as (x) summaries of steps undertaken by Parent and Seller (as applicable) to remediate any such identified Risks and (y) any other information that Parent or Seller (as applicable) or its or their Subsidiaries provide or are required to provide to customers of the underwriters engaged Business regarding Risks, root cause analysis, remediation or other related steps; (iii) all information and access to relevant IT Systems reasonably necessary to the conduct of the Cybersecurity Assessment (as defined herein) pursuant to and in connection accordance with Section 8.2(b); and (iv) other information and access, in each case, relating to the Business, the Transferred Assets, Shared Contracts, the Assumed Liabilities and/or the Acquired Companies, including any Business Data and any records contemplated to be made available to Buyer as set forth in the definition of Excluded Books and Records; provided, however, that any such access and review of information shall be conducted in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or data privacy matters) and, with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries (as applicable), any COVID-19 Measures, under the supervision of Parent’s, Seller’s or their applicable Subsidiaries’ personnel (with respect to in-person access at the facilities of Parent, Seller or their Subsidiaries) and in such a manner as not to unreasonably interfere with the IPO (normal operations of Parent, Seller and their Subsidiaries; provided, further, that neither Buyer nor any of Representatives shall have access to any other businesses of Parent, Seller or their respective Affiliates. Without limiting the "Underwriters") and counsel for the Underwriters (collectivelyterms thereof, the "Compass Representatives")Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to all information of any type given, and furnished or made available to them pursuant to ‎this Section 8.2. Notwithstanding anything to the other Founding Companies and their accountantscontrary contained in this Agreement, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective propertiesClosing, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returnsi) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall Buyer will use its reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the Compass transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of Seller or any of its Subsidiaries with respect to the transactions contemplated by the Transaction Agreements, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, neither Buyer nor any of its Representatives to holdshall conduct any invasive or intrusive sampling or testing of any environmental media, including air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under the Real Property and the Stockholders and the Company shall hold and shall (iii) Buyer will use their reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the Company transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of the Parent Group with respect to the transactions contemplated by this Agreement, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Following the date hereof and prior to the Closing, Buyer will (1) direct its Representatives not to, without the prior written consent of Seller (not to holdbe unreasonably withheld, in strict confidence all non-public information furnished conditioned or delayed), initiate or reinitiate contact with customers, subscribers or suppliers of Seller specifically and expressly with respect to it in connection with the transactions contemplated by this Agreement and (2) not undertake advertising or any marketing campaigns specifically targeting customers or subscribers of the Other AgreementsBusiness in a manner that is outside the ordinary course of business of Buyer, in each case, except that each as expressly provided in other Sections of Compassthis Agreement (provided, that, notwithstanding the Stockholders foregoing, nothing in this Section 8.2 shall restrict or limit in any way Buyer and the Company may disclose any information that it is required its Affiliates ordinary course communications with its current or prospective customers, subscribers or suppliers). All requests by law Buyer for access or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar availability pursuant to this Section 7.1 ----------- requiring each such Founding Company 8.2 shall be submitted or directed exclusively to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained the individuals designated by such Founding Company Seller in connection with the transactions contemplated by this Agreement or any Section 8.2(a) of the Other AgreementsParent/Seller Disclosure Letter.

Access to Information. 7.1.1 The Company Upon reasonable notice to the officers of the other (Willxxx X. XxXxxxxxx, X. Danixx XxXxxxxx, Xxvix X. Xxxxxx xxx John X. Xxxxx xxx Park and Carlxx X. Xxxxxxx, Xxrdxx X. Xxxxx, Xxn Xxxxxx xxx Vickxx X. Xxxt for First-Knox) xxd subject to avoidance of unreasonable disruption of the other's business and operations, First-Knox xxx Park shall each (and shall cause the Company each of their respective Subsidiaries to to) afford to Compass the directors, officers, employees and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, Representatives (as representatives (collectively, the "Representatives"defined below) of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectivelyother, the "Compass Representatives")access, and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, each of First-Knox xxx Park shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold (and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice their respective Subsidiaries to) make available to the other party(a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal securities laws or Federal or state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law) and (b) all other information concerning its business, properties and personnel as such other party may reasonably request; provided, however, that the directors, officers, employees and Representatives of First-Knox xxxll not have access to Park's payroll records. In additionThe parties will hold any such information which is nonpublic in confidence to the extent required by, Compass will cause each and in accordance with, the provisions of the other Founding Companies letters dated as of August 7, 1996 and their stockholders to enter into a provision similar to August 7, 1996, respectively, between First-Knox xxx Park (the "Confidentiality Agreements"). No investigation by either Park or First-Knox xxxll affect the representations and warranties of the other. As used in this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective Agreement, "Representatives" means any attorneys, accountants, counselinvestment bankers, financial advisors and or other representatives to keep confidential any information obtained or agents engaged or designated by such Founding Company in connection with First-Knox xx Park, as the transactions contemplated by this Agreement or any of the Other Agreementscase may be.

Access to Information. 7.1.1 The (a) Upon reasonable notice and subject to applicable laws, Company shall shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectivelyof Purchaser, the "Company Representatives") full access reasonable access, during normal business hours throughout during the period prior to the Closing Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, financial statements and Tax Returns) and, during such period, Company shall, and shall cause its Subsidiaries to, make available to Purchaser (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that Company is not permitted to disclose under applicable law), (ii) all other information concerning its business, properties and personnel as Purchaser may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by Company at Purchaser’s request) in order to prepare a good faith estimate of the potential impact of Sections 280G and 4999 of the Code with respect to amounts potentially payable to senior executives of Company in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of Company, Purchaser shall furnish promptly such reasonable information about it and its business as is relevant to one another all due diligence information requested by the other party. Compass shall hold Company and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it shareholders in connection with the transactions contemplated by this Agreement or Agreement, including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of the Other Agreements, except that each of Compass, the Stockholders and the Company may their Subsidiaries shall be required to provide access to or to disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partyextent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. In addition, Compass will cause each The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The Upon reasonable prior notice, the Company shall shall, and shall cause the Company its Subsidiaries to to, afford to Compass Parent and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full Representatives reasonable access during normal business hours throughout hours, in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period prior to the Closing Effective Time, to all of their respective the properties, booksoffices, contractspersonnel, commitments other facilities and all books and records (includingof the Company and its Subsidiaries, but not limited to, financial statements and Tax Returns) and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to one another Parent and its Representatives, all due diligence information requested by other data, information, agreements and documents concerning its business, properties and personnel as Parent or its Representatives may reasonably request; provided, however, that the other party. Compass shall hold and Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would violate any of its contractual obligations to a third party with respect to confidentiality, or (ii) any Law applicable to the Company or its Subsidiaries requires the Company, its Subsidiaries to preclude Parent or its Representatives from gaining access to such properties or information; provided, further, that the Company shall use its commercially reasonable best efforts to obtain the required consent of any third party necessary to provide such disclosure under clause (i) above; provided, further, that Parent and its Representatives shall not have access to individual medical histories or information that is subject to attorney client privilege (provided, that with respect to any such privileged information, the Company shall promptly provide a description of any information, documents, data or other material withheld (without disclosing privileged information) and the reason for which it was withheld), nor shall they be permitted to conduct any environmental sampling. Parent will hold, and will cause the Compass its Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial documents received or administrative order provided pursuant to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements.this

Access to Information. 7.1.1 The Company shall (a) Upon reasonable notice and subject to applicable laws, each of BancPlus and FTC, for the purposes of verifying the representations and warranties of the other and preparing for the Share Exchange and the other matters contemplated by this Agreement, shall, and shall cause the Company each of their respective Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial 60 {JX489484.11} PD.35183901.7 advisors and other representatives (collectivelyof the other party, the "Company Representatives") full access access, upon reasonable prior notice and during normal business hours throughout during the period prior to the Closing Effective Time and in a manner so as not to interfere with normal business operations, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (includingincluding by entering into customary confidentiality, but not limited tonon-disclosure and similar agreements with such service providers and/or the other party), financial statements and Tax Returns) and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of BancPlus and FTC shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another all due diligence information requested by the other party. Compass shall hold party (i) a copy of each report, schedule, registration statement and shall use its reasonable best efforts other document filed or received by it during such period pursuant to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to requirements of federal securities laws or federal or state banking laws (other than reports or documents which it in connection with the transactions contemplated by this Agreement or any of its Subsidiaries is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Agreementsother party may reasonably request. Neither BancPlus nor FTC nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of BancPlus’s or FTC’s, except that each as the case may be, customers, jeopardize the attorney-client privilege of Compass, the Stockholders and the Company may disclose any institution in possession or control of such information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice (after giving due consideration to the other partyexistence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. In addition, Compass The parties hereto will cause each attempt to obtain waivers or make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The Company Upon reasonable notice, Saratoga and SJNB shall (and shall cause the Company each of their respective Subsidiaries to to) afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountantsrepresentatives and advisors access, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout during the period prior to the Closing Date, to all of their respective the properties, books, contracts, commitments and records of Saratoga (including, but not limited to, financial statements in the case of Saratoga) and Tax Returnsof SJNB (in the case of SJNB) and, during such period, each of Saratoga and SJNB shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold (and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice their respective Subsidiaries to) make available to the other partyand their representatives and advisors (a) a copy of each report, schedule, registration statement and other document filed or received by Saratoga or SJNB, 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 (b) all other information concerning the business, properties and personnel of Saratoga or of SJNB, as the case may be, as such other party may reasonably request. In additionSJNB will hold any such information with respect to Saratoga and its Subsidiaries which is nonpublic in confidence to the extent required by, Compass will cause each and in accordance with, the provisions of the other Founding Companies letter dated July 28, 1998, between Saratoga and their stockholders SJNB (the "Confidentiality Agreement"). Saratoga will hold all such information with respect to enter into a provision similar SJNB and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to this Section 7.1 ----------- requiring each such Founding Company to keep confidential the extent required by, and to use their reasonable best efforts to cause their respective accountantsin accordance with, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any provisions of the Other AgreementsConfidentiality Agreement, deeming, for purpose of this sentence, such information to be subject to the provisions of the Confidentiality Agreement as if such provisions applied by their terms to such information of SJNB and its Subsidiaries, as well as to such information of Saratoga and its Subsidiaries. No investigation by either SJNB, on the one hand, or Saratoga, on the other hand, shall affect the representations and warranties of the other.

Access to Information. 7.1.1 The Upon reasonable advance notice, between the date of this Agreement and the Closing Date, the Company shall (i) give K Holdings, its potential financing sources and, as applicable, its and shall cause the Company Subsidiaries to afford to Compass and its accountants, their respective counsel, financial advisors advisors, auditors and other representativesauthorized representatives (collectively, "K Holdings' Representatives") reasonable access during normal business hours to the offices, properties, books and records (including, without limitation, Xxxxxxxxxx Securities, Inc. all Tax Returns and Xxxxxx Brothers, as representatives (collectively, the "Representatives"other Tax-related information) of the underwriters engaged Company and its Subsidiaries, (ii) furnish to K Holdings' Representatives such financial and operating data and other information (including, without limitation, all Tax Returns and other Tax-related information) relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to cooperate with K Holdings in its investigation of the business of the Company and its Subsidiaries; provided; however, that such access shall only be provided to the extent that such access would not violate applicable laws or the terms of any Company Contract. Without limiting the foregoing, K Holdings and its representatives shall be allowed to conduct an environmental investigation of the Company, its Subsidiaries and their properties, including, at K Holdings' discretion, the performance of environmental sampling. The Company and its Subsidiaries shall fully cooperate with K Holdings and its representatives in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectivelysuch investigation, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements making available personnel, outside contractors and Tax Returns) andoutside consultants with knowledge of environmental matters pertaining to the Company, during its Subsidiaries and their properties, making available relevant documents related to such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdmatters, and the Stockholders and providing necessary assistance with respect to any proposed environmental sampling, including providing accurate information regarding subsurface utilities or structures that could interfere with or prevent such proposed sampling. Any information relating to the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar its Subsidiaries made available pursuant to this Section 7.1 ----------- requiring each such Founding Company 5.3, shall be subject to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any provisions of the Other AgreementsConfidentiality Agreement (as defined herein).

Access to Information. 7.1.1 The (a) Between the date hereof and the Effective Time, the Company shall, shall cause each of its subsidiaries to, and shall use its reasonable efforts to cause each of the Company Subsidiaries to afford to Compass Non-Subsidiary Entities to, (i) give Parent and its accountants, authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours, and upon reasonable advance notice in writing, to all properties, facilities and books and records of the Company, its subsidiaries and the Company Non-Subsidiary Entities and (ii) permit such inspections as Parent may reasonably require and furnish Parent with such financial and operating data and other information with respect to the business, properties and personnel of the Company, its subsidiaries and the Company Non-Subsidiary Entities as Parent may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by the Company hereto and all such access shall be coordinated through the Company or its designated representatives, includingin accordance with such reasonable procedures as they may establish. Between the date hereof and the Effective Time, without limitationParent shall, Xxxxxxxxxx Securitiesshall cause each of its subsidiaries to, Inc. (i) give the Company and Xxxxxx Brothers, as its authorized representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, including counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives"auditors) full reasonable access during normal business hours throughout hours, and upon reasonable advance notice in writing, to all properties, facilities and books and records of Parent and its subsidiaries and (ii) permit such inspections as the period prior Company may reasonably require and furnish the Company with such financial and operating data and other information with respect to the Closing to all business, properties and personnel of their respective properties, books, contracts, commitments Parent and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and subsidiaries as the Company may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall hold and shall use their reasonable best efforts affect or be deemed to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or modify any of the Other Agreementsrepresentations or warranties made by Parent and Merger Sub hereto and all such access shall be coordinated through Parent or its designated representatives, except that each of Compass, the Stockholders and the Company in accordance with such reasonable procedures as they may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsestablish.

Access to Information. 7.1.1 The Company shall Each of NPS and shall cause Enzon will afford the Company Subsidiaries to afford to Compass other and its the other's accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full reasonable access during normal business hours throughout to its properties, books, records and personnel during the period prior to the Closing Effective Time to obtain all information concerning its business, including the status of their respective product development efforts, properties, booksresults of operations and personnel, contractsas such other parties may reasonably request, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, upon request by the other parties hereto, each of NPS and Enzon shall, and shall cause each of their respective Subsidiaries to, furnish promptly to one another all due diligence information requested by the other partyparties a copy of any report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws; provided, however, that any party may restrict the foregoing access to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information. Compass In addition to the foregoing, (i) NPS shall hold afford Enzon the right to conduct (at Enzon's cost and shall use its reasonable best efforts to cause the Compass Representatives to holdexpense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, occupied, or leased NPS Business Facility that may include soil, groundwater, or Hazardous Materials sampling, and (ii) Enzon shall afford NPS the Stockholders right to conduct (at NPS's cost and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to holdexpense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement occupied, or any of the Other Agreementsleased Enzon Business Facility that may include soil, except that each of Compassgroundwater, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsHazardous Materials sampling.

Access to Information. 7.1.1 The From the date hereof until the Closing Date, the Company shall (i) make its management personnel reasonably available to the Parent and shall cause its representatives, (ii) subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable Law or contained in any Contracts to which the Company Subsidiaries to afford to Compass is a party or by which it is bound, provide the Parent and its accountants, counselemployees, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors attorneys and other representatives (collectivelyreasonable access to, the "Company Representatives") full access and permit such Persons to review, during normal business hours throughout the period and upon reasonable prior to the Closing to all of their respective written request, its properties, books, contractsContracts, commitments accounts, records and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdfiles, and (iii) provide such other information to the Stockholders Parent and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to holdits representatives as they may reasonably request, in strict confidence all non-public information furnished each case, which is (a) reasonably necessary to it assist the Parent with integration and transition planning in connection with the transactions contemplated hereby and (b) not inconsistent with applicable Law. Notwithstanding the foregoing, the Parent acknowledges that none of the Holders, the Company nor their respective Subsidiaries or Affiliates shall be obligated to provide to the Parent (i) any information relating to any offers or indications of interest received by this Agreement the Holders, the Company or their respective Affiliates or representatives from any Person other than the Parent to acquire the Company or any of its Equity Interests, properties or assets or any communications between the Other Agreements, except that each of CompassHolders, the Stockholders Company or their respective Affiliates or representatives on the one hand and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to such other Person on the other party. In addition, Compass will cause each hand relating to such offers or indications of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with interest or the transactions contemplated by this Agreement or any thereby (it being understood that the Holders may retain all such documents, information and communications, which shall be the sole property of the Other AgreementsHolders at all times prior to and after the Closing), (ii) any work papers or similar materials prepared by the independent public accountants of the Company, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion, and (iii) any documents or information that are protected by the attorney-client privilege or work product doctrines if the Company determines in its reasonable discretion that providing copies or access to such documents or information could give rise to a possible waiver of such privilege or doctrine.

Access to Information. 7.1.1 The (a) Upon reasonable notice, the Company shall (and shall cause the Company each of its Subsidiaries to to) afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives"i) of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountantsofficers, employees, independent auditors, legal counsel (including outside legal counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors ) and other representatives (collectivelyof Parent, the "Company Representatives") full access reasonable access, during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective its properties, books, contracts, commitments and records in order that Parent has a full opportunity to make such investigation as it reasonably desires to make of the Company and its Subsidiaries and (includingii) to the independent auditors of Parent, but not limited reasonable access to the audit work papers and other records of the independent auditors of the Company and its Subsidiaries. Additionally the Company and its Subsidiaries will permit Parent to make such reasonable inspections of the Company and its Subsidiaries and their respective operations during normal business hours as Parent may reasonably require and the Company and its Subsidiaries will cause its officers and the officers of its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. During the period prior to the Effective Time, the Company shall (and shall cause each of its Subsidiaries to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested Parent (i) a copy of each report, schedule, registration statement and other document filed or received by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice during such period pursuant to the requirements of federal securities laws and (ii) all other party. In additioninformation concerning its business, Compass will cause each of the other Founding Companies properties and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspersonnel as Parent may reasonably request.

Access to Information. 7.1.1 The Upon reasonable advance notice, the Company shall shall, and shall cause each of its Subsidiaries to, afford the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") Representatives of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full Parent reasonable access during normal business hours throughout the period prior to the Closing to all of their respective its and its Subsidiaries’ properties, books, contractsrecords, commitments and records (includingContracts, but not limited tolegal counsel, financial statements advisors, accountants, consultants and Tax Returns) andpersonnel, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, however that (a) the Company may (after consulting outside legal counsel) reasonably restrict the foregoing access to the extent that any applicable Law, Governmental Entity or attorney-client privilege concerns requires it or its Subsidiaries to restrict access to any properties or information; (b) the Company may reasonably restrict the foregoing access to the extent required by Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable best efforts to cause the Compass Representatives seek consent to hold, provide such information and the Stockholders access or otherwise provides such information and access in redacted form. In conducting any inspection of any properties of the Company and its respective Subsidiaries, Parent and its Representatives shall hold not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Acceptance Time, Parent and its Representatives shall use their reasonable best efforts not have the right to cause conduct environmental testing or sampling at any of the facilities or properties of the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any its Subsidiaries. All information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar obtained pursuant to this Section 7.1 ----------- requiring each such Founding Company 6.3 shall continue to keep confidential be governed by the Confidentiality Agreement which shall remain in full force and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company effect in connection accordance with the transactions contemplated by this Agreement or any of the Other Agreementsits terms.

Access to Information. 7.1.1 The During the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, subject to applicable Laws, upon reasonable advance notice, the Company shall and shall cause the Company its Subsidiaries to afford to Compass Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s and its accountantsSubsidiaries’ officers, counselemployees, financial advisors properties, books, contracts and records; 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 or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; provided further, however, that the Company shall not be obligated to provide such access if the Company determines, in its reasonable judgment, that (a) doing so would violate applicable Law or an obligation of confidentiality owing to a third party (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to obtain the required consent of such third party), or waive the protection of an attorney-client privilege, the work product doctrine or other representativessimilar privilege applicable to such documents or information (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client privilege), or result in the disclosure of any trade secrets, or (b) such documents or information are directly related to any adverse Proceeding between the Company and its Affiliates on the one hand, and Parent and its Affiliates, on the other hand. Nothing in this Section 7.2 will be construed to require the Company or any of its Subsidiaries or any of their Representatives to prepare any reports, analyses, appraisals, opinions or other information. Each party hereto will hold any such information that is nonpublic in confidence to the extent required by, and in accordance with, the provisions of that certain agreement, dated May 7, 2019 (the “Confidentiality Agreement”), between the Company and Parent. Any access to any Leased Real Property shall be subject to the Company’s reasonable security measures and the applicable requirements of the Company Leases and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement any Phase I or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsPhase II environmental assessments.

Access to Information. 7.1.1 The Each of the Company shall and Parent shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full party’s Representatives reasonable access during normal business hours throughout (at the period prior requesting party’s cost) and upon reasonable advance notice and under the supervision of appropriate personnel of the other party to the Closing to all of their respective its and its Subsidiaries’ properties, books, contracts, commitments books and records (includingincluding Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, but not limited toand shall furnish, financial statements and Tax Returns) andshall cause to be furnished, during such period, shall furnish as promptly as reasonably practicable to one another the requesting party consistent with its legal obligations and obligations pursuant to Contracts all due diligence other information requested by concerning the other party. Compass ’s business, properties and personnel as the requesting party may reasonably request; provided, however, that (a) such access shall hold not unreasonably interfere with the business or operations of the Company or Parent, (b) the Company and Parent shall use not be obligated to provide such access or information if the party receiving the request determines, in its reasonable best efforts judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to cause a third party, jeopardize the Compass Representatives protection of the attorney-client or any other privilege, or expose such party to holdrisk of liability for disclosure of sensitive or Personal Information (any such information, the “Restricted Information”), (c) the Company and Parent will be permitted to redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information, and the Stockholders and the Company (d) Parent shall hold and shall use their reasonable best efforts only be required to cause the Company Representatives provide information or documentation that is (x) reasonably necessary to hold, in strict confidence all non-public information furnished to it in connection with consummate the transactions contemplated by this Agreement, (y) reasonably related to a good faith belief by the Board of Directors of the Company that Parent has breached this Agreement, or (z) necessary to comply with the Company’s obligations under Article V of this Agreement and applicable Law; provided, further, that the Company and Parent may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or Parent and to the extent required by applicable Law or Contract to which the Company or Parent is a party. In conducting any inspection of any properties of the Company or Parent, the requesting party and its Representatives shall not (i) unreasonably interfere with the business conducted at such property or (ii) damage any property or any of portion thereof. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Other Agreements, except that each of Compass, the Stockholders Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company may disclose any information that it is required by law or judicial Parent to permit the inspection of, or administrative order to disclose, provided it gives prior prompt written notice any Acquisition Proposals or any information regarding or related to the other party. In addition, Compass will cause each deliberations of the other Founding Companies and their stockholders Board of Directors of the Company or Parent with respect to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Other AgreementsCompany or Parent in connection therewith, in each case, except to the extent such information is being disclosed in the Form S-4 and/or Proxy Statement/Prospectus.

Access to Information. 7.1.1 The Company shall and shall cause (a) Subject to applicable law, the Company Subsidiaries to and its subsidiaries shall afford to Compass Parent and its respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence such information requested by concerning their respective businesses, properties and personnel as Parent or the other partyCompany, as the case may be, shall reasonably request; provided, however, that no investigation pursuant to this Section 8.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Acquisition. Compass Parent and its subsidiaries shall hold and shall use its their reasonable best efforts to cause the Compass Parent Representatives to hold, and the Stockholders Company and the Company its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to it Parent or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement, except that (i) Parent and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals and (ii) each of Compass, the Stockholders Parent and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements.

Access to Information. 7.1.1 The Company shall Each of the Seller Parent and the Seller, jointly and severally, shall, and shall cause each of the Company Subsidiaries to afford to Compass and its accountantsSubsidiaries and, counselso long as consistent with its confidentiality obligations under its Joint Venture agreements, financial advisors shall use commercially reasonable efforts to cause the Joint Ventures to, throughout the period from the date hereof to the Closing, (i) provide the Buyer and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and its Subsidiaries and, to the extent possible, the Joint Ventures and their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and its Subsidiaries and the Joint Ventures, (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other representativesdocument filed or received by the Company, or any of its Subsidiaries or the Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iii) upon request from the Buyer, furnish to the Buyer audited financial statements of the Company and its Subsidiaries for each of the last three fiscal years ended prior to the date of the request and unaudited quarterly financial information for such periods, together with the related financial information, and to use its commercially reasonable efforts to cause the Company’s auditors to provide consents requested by the Buyer, and (y) all other information and data (including, without limitation, Xxxxxxxxxx Securitiescopies of Contracts, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")Employee Benefit Plans, and to other books and records) concerning the other Founding Companies business and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and operations of the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, Subsidiaries and the Stockholders and Joint Ventures as the Company Buyer or any of its Representatives reasonably may request. No investigation pursuant to this paragraph or otherwise shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, affect any representation or warranty contained in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any condition to the obligations of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any parties hereto. Any such information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar material obtained pursuant to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained 5.1 shall be governed by such Founding Company in connection with the transactions contemplated by this Agreement or any terms of the Other Agreementsletter agreement between the Buyer and the Seller Parent relating to confidential information concerning the Company (the “Confidentiality Agreement”).

Access to Information. 7.1.1 The (a) To the extent permitted by Applicable Law, from the date hereof until the Effective Time, the Company shall and shall cause the Company Subsidiaries to (i) afford to Compass Parent, and its accountantsto Parent’s officers, employees, counsel, financial advisors advisors, auditors, financing sources (and their advisors) and other representativesauthorized representatives full access to the offices, includingproperties, without limitationbooks, Xxxxxxxxxx SecuritiesContracts, Inc. commitments, personnel and Xxxxxx Brothersrecords of the Company and its Subsidiaries, as (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives (collectivelyA) a copy of each report, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") schedule, registration statement and counsel for the Underwriters (collectively, the "Compass Representatives"), and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (B) such financial and operating data and other Founding Companies information as such Persons may reasonably request and their accountants(iii) instruct the employees, counsel, financial advisors advisors, auditors and other representatives, and Compass shall afford to the Stockholders and authorized representatives of the Company and their accountants, counsel, financial advisors its Subsidiaries to cooperate with Parent in its investigation of the Company and other representatives 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. The foregoing will not require the Company to permit any inspection or disclosure of any information that would result in the disclosure of confidential information of any Person in violation of any confidentiality obligation of the Company to such Person (collectively, provided that the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives request that such Person grant such access or disclosure to hold, and the Stockholders Parent and the Company shall hold nonetheless otherwise give Parent a general description of the subject matter of the agreement) or require disclosure of any material concerning on any Acquisition Proposal made before the date of this Agreement by any Person, or disclosure of any report from the Company’s financial advisors, counsel, management or other representative regarding the Parent. Without limiting the foregoing, between the date hereof and the Effective Time, the Company shall (and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the transactions contemplated by this Agreement or any Merger, including, without limitation, cooperating with the Parent in obtaining appraisals of the Other Agreements, except that each assets of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order and its Subsidiaries, sending notices to disclosereflect the change of control, provided it gives prior prompt written notice obtaining reasonable access to the other partyCompany’s accountants and their work papers, making employees of the Company and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Company and its Subsidiaries. In addition, Compass will cause the Company shall deliver estimated and reasonably detailed monthly financial results and statements to Parent as promptly as practicable following each of their preparation at the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring end of each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company fiscal month. Nothing contained in connection with the transactions contemplated by this Agreement shall give to Parent or its Subsidiaries, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time in any of the Other Agreementsunlawful manner.

Access to Information. 7.1.1 The Company shall and shall cause the Company Subsidiaries to afford to Compass Parent and its Subsidiary and their respective accountants, counsel, financial advisors advisors, and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Parent Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), Parent and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass its subsidiaries shall afford to the Stockholders and the Company and their its accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments commitments, and records (including, but not limited to, financial statements and Tax Returns) and, and during such period, period shall furnish promptly to one another all due diligence such other information requested by concerning their respective businesses, properties, and personnel as Parent or Subsidiary or Company, as the other partycase may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Compass Parent and its subsidiaries shall hold and shall use their best efforts to cause the Parent Representatives to hold, and Company shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, hold in strict confidence all non-public documents and information furnished to it Parent and Subsidiary or to Company, as the case may be, in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement, except that each of CompassParent, Subsidiary, and Company may disclose such information as may be necessary in connection with seeking the Stockholders Parent Required Statutory Approvals, Company Required Statutory Approvals, and the Company Shareholders' Approval, and Parent, Subsidiary, and Company may disclose any information that it any of them is required by law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, provided it gives prior prompt written notice and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar all non-public written material provided pursuant to this Section 7.1 ----------- requiring each and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such Founding written material. In such event, all documents, memoranda, notes, and other writing whatsoever prepared by Parent or Company to keep confidential based on the information in such material shall be destroyed (and to Parent and Company shall use their reasonable respective best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be certified, in writing, by an authorized officer supervising such Founding destruction. Company shall promptly advise Parent, and Parent shall promptly advise Company in connection with writing, of any change or the transactions contemplated by occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of the Other Agreementsoperations, or prospects of Company or Parent and its subsidiaries, taken as a whole.

Access to Information. 7.1.1 The Company shall From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is properly terminated in accordance with Article 7, and shall cause subject to the requirements of any Law, including any anti-trust Law, the Company Subsidiaries to afford to Compass will, and will cause each of its subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "“Company Representatives"”) of the underwriters engaged in connection with the IPO (the "Underwriters") to, give Merger Sub and counsel for the Underwriters Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the "Compass “Purchaser Representatives")”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the other Founding Companies books and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and records of the Company and their accountantseach of its subsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, counselMerger Sub and the Purchaser Representatives such financial and operating data and such other information with respect to the business and operations of the Company and its subsidiaries as Parent, financial advisors Merger Sub or the Purchaser Representatives may from time to time reasonably request, unless such access or provision is otherwise restricted by applicable Law or contract. Unless otherwise required by Law, each of Parent and other representatives Merger Sub will, and will cause the Purchaser Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement (collectivelyas defined below). Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the "Company Representatives") full access during normal business hours throughout terms and provisions of the period prior to Confidentiality Agreement, dated as of October 26, 2003 (the Closing to all of their respective properties“Confidentiality Agreement”), books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders between Parent and the Company shall hold and shall use their reasonable best efforts apply to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated any Purchaser Representative by this Agreement any Company Representative hereunder or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsthereunder.

Access to Information. 7.1.1 (a) The Company shall and shall cause the Company Subsidiaries to afford to Compass Company's officers, directors, employees and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass agents shall afford the officers, employees and agents of AMRE and Merger Sub complete access at all reasonable times to the Stockholders and the Company and their accountantsits officers, counselemployees, financial advisors and other representatives (collectivelyagents, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, facilities, books, contracts, commitments records and records (including, but not limited to, financial statements contracts and Tax Returns) and, during such period, shall furnish promptly to one another AMRE and Merger Sub all due diligence financial, operating and other data and information requested by the other partyas AMRE and Merger Sub through their officers, employees or agents, may reasonably request. Compass shall AMRE and Merger Sub will hold and shall use its reasonable best efforts will cause their respective representatives to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the Company furnished to it AMRE or Merger Sub in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by AMRE or Merger Sub (or their respective affiliates) prior to its disclosure to AMRE or Merger Sub by the Company, (ii) in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and will not release or disclose such information to any of the Other Agreementsother person, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order in connection with this Agreement to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountantsauditors, counselattorneys, financial advisors and other consultants or advisors or responsible financial institutions and individuals after AMRE or Merger Sub, as the case may be, has caused such financial institutions and individuals to agree to be bound by the provisions of this Section 5.9 as if the reference to AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and shall be directed by AMRE or Merger Sub to treat such information confidentially); provided that AMRE, Merger Sub and their respective representatives to keep confidential any may provide such documents and information obtained by such Founding Company in connection with its SEC filings or in response to judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to be furnished, and provided that AMRE or Merger Sub, as the case may be, notifies the Company of its obligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and AMRE or any Merger Sub will destroy or return to the Company all copies of written information furnished by the Other AgreementsCompany to AMRE, Merger Sub or their respective affiliates, agents, representatives or advisers.

Access to Information. 7.1.1 The Company shall HoldCo and shall cause the Company Subsidiaries to will, and will cause each Company Subsidiary to, afford to Compass Parent and its accountants, counsel, financial advisors counsel and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full Representatives reasonable access during normal business hours throughout to its properties, books, records and personnel during the period prior to the Closing Company Merger Effective Time to obtain all information concerning its business, including the status of their respective product development efforts, properties, booksresults of operations and personnel (subject to such reasonable procedures as the parties may agree), contractsas Parent may reasonably request, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall upon request by Parent, the Company will, and will cause each Company Subsidiary to furnish promptly to one another all due diligence information requested Parent a copy of any report, schedule, registration statement and other document filed by it during such period pursuant to the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders requirements of federal or state securities laws and the Company shall hold and shall use their reasonable best efforts will reasonably cooperate with Parent with respect to cause transition of employees following the Closing; provided, however, that the Company Representatives may restrict the foregoing access to holdthe extent that any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires such party to restrict or prohibit access to any such properties or information. Notwithstanding the foregoing, (a) no information retrieved from the Company's financial reporting system will be made available to Persons who are directly involved in strict confidence all non-public pricing or any other competitive activity at Parent or any Parent Subsidiary, (b) Parent shall not use any information furnished obtained from the Company or any Company Subsidiary pursuant to it in connection with the transactions access contemplated by this Agreement or Section 8.10 for any purposes other than assessing the financial condition of the Other AgreementsCompany for purposes of this Agreement, except and (c) Parent will not share, provide or sell the information to any third party or use the information in any manner that each could reasonably be considered a restraint on competition or result in a violation of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partyapplicable law. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding from the Company in connection with or any Company Subsidiary pursuant to the transactions access contemplated by this Agreement or any of Section 8.10 shall be subject to the Other AgreementsConfidentiality Agreement.

Access to Information. 7.1.1 The (a) From the date hereof until the Effective Time, subject to Applicable Law, the Company shall and shall cause the Company Subsidiaries to afford to Compass (i) give Parent and its accountantsRepresentatives, counselupon reasonable notice, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Closing to all of their respective offices, properties, booksassets, contracts, commitments books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial and operating data and other information (including, but for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, attorneys, accountants and other advisors will not be required to furnish to Parent or its Representatives any of their internal documents or materials); provided that, in each case, such access may be limited toto the extent, financial statements that such access would jeopardize the health and Tax Returnssafety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 6.03, and such investigation shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any (A) andinformation if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), during (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or (C) information protected by attorney-client privilege to the extent such period, shall furnish promptly to one another all due diligence information requested privilege cannot be protected by the other party. Compass shall hold Company through exercise of its reasonable best efforts; provided that, in the case of clauses (A) and (C), the Company shall use its reasonable best efforts to cause allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any protection of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsattorney-client privilege.

Access to Information. 7.1.1 The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall, shall cause its Subsidiaries to, and shall cause the Company Subsidiaries to afford to Compass instruct each of its and its Subsidiaries directors, officers, employees, accountants, consultants, legal counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")advisors, and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectively, the "“Company Representatives"”) full access during normal business hours throughout the period prior to: (a) provide to the Closing to all Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives,” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times and upon reasonable prior notice to the Company, to the Company Representatives, the properties, books, contracts, commitments offices and other facilities of the Company and its Subsidiaries and the books and records thereof, and (includingb) furnish, but not limited toor cause to be furnished, financial statements such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and Tax Returns) andother aspects of the Company as Parent, during Merger Sub or the Parent Representatives may reasonably request. Any such period, access and availability shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass include access for Parent Representatives to hold, and conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Stockholders Company Owned Properties and the Company shall hold and shall use their reasonable best efforts to cause Leased Premises, physical inspections of the assets of the Company Representatives to holdand its Subsidiaries, and contact with the customers, vendors, suppliers and creditors of the Company and its Subsidiaries, in strict confidence all non-public each case as Purchaser Representatives may reasonably request. No information furnished or knowledge obtained in any investigation pursuant to it this Section 6.3.1 shall affect or be deemed to modify any representation or warranty contained in connection with the transactions contemplated by this Agreement or any the conditions to the obligations of the Other Agreements, except that each of CompassParties to consummate the Merger. Notwithstanding the foregoing, the Stockholders and Company shall not be required to provide access to or disclose information where such access or disclosure would contravene any Law, binding Contract to which the Company may disclose is party or any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice privacy policy applicable to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsCompany’s customer information.

Access to Information. 7.1.1 The Company shall Upon reasonable notice, each party shall, and shall cause the Company Subsidiaries to its subsidiaries to, afford to Compass and its the officers, directors, employees, accountants, counsel, investment banker, financial advisors advisor and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives of the other (collectively, the "RepresentativesREPRESENTATIVES") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectivelyreasonable access, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing Date, to all of their respective its properties, operating facilities, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during to the extent that such party or any of its subsidiaries is not under a legal obligation not to provide access or to the extent that such access would not constitute a waiver of the attorney-client privilege and does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or their respective subsidiaries. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to one another the other (a) access to each reasonably available report, schedule and other document filed or received by it or any of its subsidiaries pursuant to the requirements of federal or state securities laws or filed with the SEC, the Department of Justice, the Federal Trade Commission, any state authority with jurisdiction over public utilities or any other federal or any state regulatory agency or commission, and (b) all due diligence information concerning themselves, their subsidiaries, directors, officers and shareholders and such matters as may be reasonably requested by the other partyparty in connection with any filings, applications or approvals required or contemplated by this Agreement. Compass All documents and information furnished pursuant to this SECTION 4.10 shall hold and shall use its reasonable best efforts be subject to cause the Compass Representatives to holdConfidentiality Agreement, and the Stockholders dated October 6, 2000, between J Net and the Company (the "CONFIDENTIALITY AGREEMENT"). The party requesting copies of any documents from any other party hereto shall hold be responsible for all out-of-pocket expenses incurred by the party to whom such request is made in complying with such request, including any cost of reproducing and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or delivering any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsinformation.

Access to Information. 7.1.1 The Company shall (a) Upon reasonable notice and subject to applicable laws, each of Parent and Target, for the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the other matters contemplated by this Agreement, shall, and shall cause the Company each of their respective Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectivelyof the other party, the "Company Representatives") full access access, during normal business hours throughout during the period prior to the Closing Effective Time and in a manner so as not to interfere with normal business operations, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (includingincluding by entering into customary confidentiality, but not limited tonon-disclosure and similar agreements with such service providers and/or the other party), financial statements and Tax Returns) and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of Parent and Target shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another all due diligence information requested by the other party. Compass shall hold party (i) a copy of each report, schedule, registration statement and shall use its reasonable best efforts other document filed or received by it during such period pursuant to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to requirements of federal securities laws or federal or state banking laws (other than reports or documents which it in connection with the transactions contemplated by this Agreement or any of its Subsidiaries is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Agreementsother party may reasonably request. Neither Parent nor Target nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Parent’s or Target’s, except that each as the case may be, customers, jeopardize the attorney-client privilege of Compass, the Stockholders and the Company may disclose any institution in possession or control of such information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice (after giving due consideration to the other partyexistence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. In addition, Compass The parties hereto will cause each make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The business hours, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall furnish promptly to Purchaser, consistent with its legal obligations, all information concerning its business, properties and personnel as Purchaser may reasonably request and (ii) Purchaser shall (and shall cause the Company its Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives"to) of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their officers, employees, accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full of Stockholder reasonable access during normal business hours throughout hours, during the period prior to the Closing Date, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, Purchaser shall furnish promptly to one another Stockholder, consistent with its legal obligations, all due diligence information requested concerning its business, properties and personnel as Stockholder may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that, in such party's reasonable judgment (based on advice of outside counsel), any Law, treaty, rule or regulation of any Governmental Entity or existing confidentiality agreement with a third party applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. The parties will hold any such information which is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated May 5, 1998 between Purchaser and Stockholder, as supplemented by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdletter dated May 8, and the Stockholders 1998 among Purchaser, Stockholder and the Company shall hold and shall use their reasonable best efforts to cause (the "CONFIDENTIALITY AGREEMENT"). Any investigation by Purchaser, Stockholder or the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with shall not affect the transactions contemplated by this Agreement or representations and warranties of any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partyparties hereto. In addition, Compass will cause each subsequent to the date of this Agreement, Purchaser and/or any of its Subsidiaries may initiate communications with any officer or key Employee of the other Founding Companies Company on behalf of Purchaser for the purpose of addressing the prospective retention of such officer or Employee following the Closing, provided that (i) Purchaser believes, in good faith, that there is a compelling, legitimate business necessity to initiate such communications prior to the Closing and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring (ii) such communications with each such Founding Employee shall be conducted in coordination with Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsmanagement.

Access to Information. 7.1.1 The Company shall and shall cause During the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectivelyPre-Closing Period, the "Representatives") Debtors agree to, upon request keep the Backstop Parties reasonably informed about the operations of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountantsits direct and indirect subsidiaries, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such periodsubject to applicable non-disclosure agreements and the terms thereof, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its commercially reasonable best efforts to cause provide the Compass Representatives to hold, and the Stockholders and Backstop Parties any information reasonably requested regarding the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of its direct and indirect subsidiaries and provide, and direct the Other AgreementsCompany’s current employees, except that each of Compassofficers, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential provide, to the Consenting Noteholders Advisors: (i) reasonable access to the Company’s books, records, and facilities, and (ii) reasonable access to the senior management and advisors of the Company for the purposes of evaluating the Company’s assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs, provided that the foregoing obligation shall not require the Issuer or any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement Debtor or any of their employees, officers, advisors or other representatives to (1) take any action or share any information which is restricted or prohibited by obligations of confidentiality binding on the Other AgreementsIssuer or any Debtor, applicable Law or the rules of any applicable securities exchange (provided, that such Issuer or Debtor, as applicable, must only withhold the portion of such information or materials that are actually subject to such confidentiality obligations, applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so by any of the aforementioned, use commercially reasonable efforts to provide such withheld information or materials to counsel to the Backstop Parties pursuant to a Confidentiality Agreement) nor (2) disclose any document or share any information over which the Issuer or any Debtor asserts any legal professional privilege nor waive or forego the benefit of any applicable legal professional privilege.

Access to Information. 7.1.1 The (a) Upon reasonable notice and subject to the Confidentiality Agreement (defined below) and applicable Laws relating to the exchange of information, the Company shall and Acquiror shall, and shall cause the Company each of its respective Subsidiaries to to, afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their party’s officers, directors, investment bankers, attorneys, accountants, counselfinancial advisors, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectively, the "Company “Representatives"”) full reasonable access during normal business hours throughout during the period prior to the Closing Effective Time, to all of their its respective properties, booksoffices, contracts, commitments books, commitments, records, data and records (including, but not limited to, financial statements and Tax Returns) personnel and, during such period, each of the Company and Acquiror shall, and shall furnish promptly cause each of its respective Subsidiaries to, make available to one another the Representatives of the other party all information concerning its business, properties and personnel as the Company and Acquiror may reasonably request. In connection with due diligence information requested by that each of the Company and Acquiror will conduct, each of the Company, Acquiror and its respective Subsidiaries agrees to cooperate fully with all reasonable aspects of the other party’s due diligence process. Compass In this context, cooperation includes making available to the authorized Representatives of the Company or Acquiror, as the case may be, all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, records and other information and materials that such party reasonably requests relevant to such analysis. Each of the Company and Acquiror and each of its Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas the other party reasonably considers to be relevant to overall corporate compliance. Notwithstanding the foregoing provisions of this Section 7.2(a), neither the Company, Acquiror, nor any of its respective Subsidiaries shall hold and be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that the Company or Acquiror, as the case may be, shall use its reasonable best efforts to cause provide such access or information in a manner that avoids or removes the Compass Representatives to holdimpediments described in this sentence. The Company or Acquiror, and as the Stockholders and the Company shall hold and shall case may be, will use their its reasonable best efforts to cause make appropriate substitute disclosure arrangements under circumstances in which the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any restrictions of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The Company shall and shall cause From the date hereof until the Effective Time, upon reasonable notice the Company will (and will cause each of its Subsidiaries to) give Merger Sub, its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) providing or proposed to afford provide financing in connection with this Agreement and the transactions contemplated hereby full access during normal business hours to Compass its offices, properties, books and records, will allow them to inspect and make copies of contracts, books and records and all other documents and information that they may reasonably request related to the operations and business of the Company and its accountantsSubsidiaries, will (and will cause each of its Subsidiaries to) furnish to them such financial and operating data and other information as they may reasonably request, will allow them to meet with designated personnel of the Company or its Subsidiaries and/or their representatives, and will instruct its employees, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") accountants to cooperate with them in their investigation of the underwriters engaged in connection with business of the IPO (Company and its Subsidiaries; provided, however, that no investigation pursuant to this Section 5.5 shall affect or be deemed to modify any representation or warranty given by the "Underwriters") Company to Merger Sub hereunder. Unless otherwise required by law, Merger Sub and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, its counsel, financial advisors advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) shall hold any such information which is nonpublic in confidence in accordance with the provisions of the Confidentiality Agreement. The Company shall promptly deliver to Merger Sub correct and complete copies of any report, and Compass shall afford statement or schedule filed with the SEC subsequent to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all date of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement.

Access to Information. 7.1.1 The Company shall From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is validly terminated in accordance with Article 7, and shall cause subject to the requirements of any Law, including (i) any anti-trust Law, (ii) any applicable Law protecting the privacy of employees and personnel files, (iii) applicable undertakings given by the Company Subsidiaries to afford others requiring confidential treatment of documents and (iv) appropriate limitations on the disclosure of information to Compass maintain attorney-client privilege, the Company will, and will cause each of its subsidiaries and its and their controlled affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "“Company Representatives"”) of the underwriters engaged in connection with the IPO (the "Underwriters") to, give Merger Sub and counsel for the Underwriters Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the "Compass “Parent Representatives")”) reasonable access, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the other Founding Companies books and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and records of the Company and their accountants, counsel, financial advisors each of its subsidiaries and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to will cause the Company Representatives and its subsidiaries to holdfurnish or make available to Parent, Merger Sub and the Parent Representatives such financial and operating data and such other information with respect to the business and operations of the Company or any of its subsidiaries as Parent, Merger Sub or the Parent Representatives may from time to time reasonably request. Each of Parent and Merger Sub will, and will cause the Parent Representatives to, hold any such information in strict confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of September 10, 2007 (the “Confidentiality Agreement”), between Parent and a Company Representative shall apply to all non-public information furnished to it in connection with the transactions contemplated any Parent Representative by this Agreement any Company Representative hereunder or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsthereunder.

Access to Information. 7.1.1 The (a) Prior to the Effective Time, upon reasonable notice and subject to applicable Laws, including those applicable to confidential supervisory information, each of Parent and the Company shall shall, and shall cause the Company each of their respective Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial consultants, advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") Representatives of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectivelyother party, the "Compass Representatives")reasonable access, and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems, databases, and records records, including providing reasonable access to a mutually agreed upon information security assessment (includingthe scope of which shall be reasonably satisfactory to Parent and Parent Bank) conducted by the Company or a third party consultant (and to the extent any issues are identified by such assessment, but not limited tothe parties shall cooperate to develop a mutually acceptable remediation plan), financial statements and Tax Returns) each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party), and, during such period, each of Parent and the Company shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that Parent or the Company, as the case may be, is not permitted to disclose under applicable law), and (ii) all due diligence other information requested by concerning its business, properties and personnel as such party may reasonably request. Each party shall use commercially reasonable efforts to minimize any interference with the other party’s regular business operations during any such access. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and Neither Parent nor the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the Other Agreementsrights of Parent’s or the Company’s, except that each as the case may be, customers, jeopardize the attorney-client privilege of Compass, the Stockholders and the Company may disclose any institution in possession or control of such information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice (after giving due consideration to the other partyexistence of any common interest, joint defense or similar agreement between the parties), involve any environmental sampling or invasive testing, or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. In addition, Compass The parties hereto will cause each make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The Company shall will afford Parent and shall cause the Company Subsidiaries to afford to Compass and its Parent’s accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full reasonable access during normal business hours throughout and upon reasonable notice to its and its Subsidiaries’ properties, books, records and personnel during the period prior to the Closing Effective Time to obtain all of information concerning their respective business, properties, booksresults of operations and personnel for purposes of this Agreement, contractsas Parent may reasonably request; provided, commitments and records (includinghowever, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and that the Company shall hold and shall use their reasonable best efforts may restrict the foregoing access to cause the extent that (i) any Legal Requirement, treaty, rule or regulation of any Governmental Entity applicable to the Company Representatives or its Subsidiaries requires the Company or its Subsidiaries to holdrestrict or prohibit access to any such properties or information, or (ii) such access would (A) be in strict confidence all non-public information furnished to it in connection with breach of any confidentiality obligation, commitment or provision by which the transactions contemplated by this Agreement Company or any of the Other Agreementsits Subsidiaries is bound or affected, except that each of Compasswhich confidentiality obligation, the Stockholders and the Company may disclose any information that it is required by law commitment or judicial or administrative order provision shall be disclosed to discloseParent, provided it gives prior prompt written notice that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party, or (B) result in a waiver of any legal privilege enjoyed by the Company. With respect to the other partyexchange 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, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding from the Company in connection with or any Company Subsidiary pursuant to the transactions access contemplated by this Agreement or Section 5.3(b) shall be subject to the Confidentiality Agreement. Any access to any of the Other AgreementsCompany’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. 7.1.1 The Company shall (a) Upon reasonable notice and shall cause subject to applicable laws relating to the exchange of information, the Company and the Company’s Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their officers, employees, accountants, counsel, financial advisors counsel and other representatives (collectivelyof UCBH, the "Company Representatives") full access access, during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective the properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (includingother representatives of the Company and the Company’s Subsidiaries, but not limited to, financial statements and Tax Returns) and, during such period, the Company and the Company’s Subsidiaries shall furnish promptly make available to one another UCBH all information concerning the businesses, properties and personnel of the Company and the Company’s Subsidiaries, as UCBH may reasonably request. UCBH shall use reasonable efforts to conduct its due diligence information requested by in a manner that will minimize any disruption of the other party. Compass shall hold and shall use its reasonable best efforts to cause business of the Compass Representatives to hold, Company and the Stockholders and Company’s Subsidiaries. Neither the Company nor any of the Company’s Subsidiaries shall hold and shall use their reasonable best efforts be required to cause provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the customers of the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other AgreementsCompany’s Subsidiaries, except 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 each the Company or the Company’s Subsidiaries, as the case may be, deliver to UCBH a written log notifying UCBH of Compassthe existence of, the Stockholders and the basis for the withholding by the Company may disclose any information that it is required by law or judicial or administrative order to discloseand the Company’s Subsidiaries of, provided it gives prior prompt written notice to such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the other party. In addition, Compass will cause each restrictions of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The Company (a) From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, upon reasonable notice, the Seller shall cause each of its officers, employees, agents, representatives, accountants and counsel, and shall cause the Company and the Subsidiaries to and each of the Company’s and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Compass and its the officers, employees, agents, accountants, counsel, financial advisors financing sources and representatives of Parent and the Purchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other representativesfacilities, includingbooks and records of the Company and each Subsidiary and to those officers, without limitationemployees, Xxxxxxxxxx Securitiesagents, Inc. accountants and Xxxxxx Brothers, as representatives (collectivelycounsel of any of the Seller, the "Representatives") Company or the Subsidiaries who have knowledge relating to any of the underwriters engaged in connection with Company or the IPO Subsidiaries or their Business and (the "Underwriters"ii) and counsel for the Underwriters (collectively, the "Compass Representatives"), and furnish to the other Founding Companies and their officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and the Purchaser such additional financial advisors and operating data and other representatives, and Compass shall afford information (to the Stockholders extent in the possession of the Seller or the Company or a Subsidiary) regarding the assets, properties, liabilities and goodwill of the Company, the Subsidiaries and their Business (or legible copies thereof) as Parent and the Company and their accountantsPurchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser or Parent or any such other person if such disclosure would, in the reasonable judgment of the Seller based on advice of outside counsel, financial advisors and (A) jeopardize any attorney-client or other representatives legal privilege or (collectivelyB) create any undue risk of violating any applicable Law, including antitrust Laws. Notwithstanding the foregoing, the "Seller shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements which would allow it to disclose to Parent and the Purchaser information of the types described in clauses (A) and (B) above without waiving any legal privilege or creating any undue risk of violating any applicable Law, as applicable. Without limitation of Section 5.01, for the avoidance of doubt, (x) nothing contained in this Agreement shall be construed to give to Parent or the Purchaser, directly or indirectly, any rights to control or direct the operations of the Company Representatives") full access during normal business hours throughout the period or any Subsidiary prior to the Closing Date, and (y) prior to all the Closing Date, the Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the operations of the Company and the Subsidiaries. Parent and the Purchaser hereby agree that they are not authorized to and shall not (and shall not permit any of their Affiliates or any of their respective propertiesemployees, booksofficers, contractscounsel, commitments and records (includingaccountants, but not limited consultants, financing sources or other representatives or agents to) contact any competitor, financial statements and Tax Returns) andsupplier, during such perioddistributor, shall furnish promptly or customer of the Company, any Subsidiary or Nova NextGen Solutions with respect to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives transactions contemplated hereby prior prompt written notice to the other party. In addition, Compass will cause each Closing without the prior written consent of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountantsSeller and, counselif the Seller so elects, financial advisors and other representatives to keep confidential any information obtained only in the presence of an agent or representative specified by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsSeller.

Access to Information. 7.1.1 The From the date hereof until the Effective Date and subject to applicable Law, upon reasonable advance notice from Parent or Merger Sub, the Company shall (i) provide to Parent and shall cause the Company Subsidiaries to afford to Compass Merger Sub (and its Parent’s or Merger Sub’s respective officers, directors, employees, accountants, counselconsultants, financial advisors and legal advisors, agents, financing sources and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "“Representatives"”) of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Closing offices, properties, books and records of any Group Company, (ii) furnish to all Parent, Merger Sub and their respective Representatives such existing financial and operating data and other existing information as such persons may reasonably request and (iii) instruct its and its Subsidiaries’ Representatives to reasonably cooperate with Parent, Merger Sub and their respective Representatives in their investigation; provided, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties and to the extent reasonably practicable with the resources readily available to the Company and not burdensome or disruptive to the Company’s business; provided, further, that the Company shall not be required to provide Parent, Merger Sub or any of their respective properties, Representatives with access to any books, contractsrecords, commitments and records documents or other information to the extent that (includingx) such books, but not limited torecords, financial statements and Tax Returns) anddocuments or other information are subject to any confidentiality agreement with a Third Party (provided, during such periodthat at the request of Parent or Merger Sub, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and Company shall use its commercially reasonable efforts to obtain a waiver from such Third Party), (y) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege and joint defense or similar doctrines or workarounds would not be available or effective to preserve privilege, or (z) the disclosure of such books, records, documents or other information is prohibited by applicable Law. Nothing in this Agreement shall require any of the Company and its Subsidiaries to disclose any information to Parent or Merger Sub to the extent such disclosure would, in the Company’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law or binding confidentiality obligation of the Company or any of its Subsidiary or Affiliate, provided that the Company has used reasonable best efforts to cause the Compass Representatives make appropriate substitute arrangements to hold, and the Stockholders and the Company shall hold and shall use their permit reasonable best efforts to cause the Company Representatives to hold, disclosure not in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement violation of such applicable Law or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsobligation.

Access to Information. 7.1.1 The Each of the Company shall and Parent shall, and shall cause each of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (i) provide the other and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company Subsidiaries to afford to Compass and Parent, as the case may be, and its accountantsSubsidiaries and Joint Ventures and their respective assets, counselproperties, financial advisors books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and Parent, as the case may be, and its Subsidiaries and Joint Ventures, and (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other representativesdocument filed or received by the Company and Parent, as the case may be, or any of its Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, Xxxxxxxxxx Securitiescopies of Contracts, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")Company Employee Benefit Plans, and to other books and records) concerning the other Founding Companies business and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and operations of the Company and their accountantsParent, counsel, financial advisors and other representatives (collectively, as the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdcase may be, and the Stockholders its Subsidiaries and the Company Joint Ventures as such party or any of such other persons reasonably may request. No investigation pursuant to this paragraph or otherwise shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, affect any representation or warranty contained in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any condition to the obligations of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any parties hereto. Any such information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar material obtained pursuant to this Section 7.1 ----------- requiring each 6.01 that constitutes "Review Material" (as such Founding term is defined in the letter agreement dated as of October 12, 1998 between the Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained Parent (the "Confidentiality Agreement")) shall be governed by such Founding Company in connection with the transactions contemplated by this Agreement or any terms of the Other AgreementsConfidentiality Agreement.

Access to Information. 7.1.1 The Company shall and shall cause From the date hereof until the Merger Date, the Company Subsidiaries and Buyer (each, in such capacity, a "PROVIDING PARTY") will give (or cause to afford be given) to Compass and the other party (the "RECEIVING PARTY"), its accountants, counsel, financial advisors advisors, auditors and other representativesauthorized representatives full access, includingduring regular business hours, without limitationto the offices, Xxxxxxxxxx Securitiesproperties, Inc. employees and Xxxxxx Brothersconsultants, as representatives (collectively, the "Representatives") books and records of the underwriters engaged in connection with the IPO Providing Party, will furnish (the "Underwriters"or cause to be furnished) and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountantsReceiving Party, its counsel, financial advisors advisors, auditors and other representativesauthorized representatives such financial and operating data and other information as such Receiving Party may reasonably request and will instruct the employees, counsel and financial advisors of the Providing Party and its Subsidiaries to cooperate with the Receiving Party in its investigation of the business of the Providing Party and its Subsidiaries; provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Providing Party to the Receiving Party hereunder. Unless otherwise required by applicable law, each party hereto agrees that it shall, and Compass it shall afford to the Stockholders cause its Subsidiaries and the Company its and their accountantsrespective officers, counseldirectors, financial advisors employees, auditors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited agents to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished so acquired and to it in connection with use such information solely for purposes of effecting the transactions contemplated by this Agreement Agreement. From the date hereof until the Merger Date, each Providing Party will cooperate with the efforts of the Receiving Party, its counsel, financial advisors, auditors and other authorized representatives to have reasonable access to the Providing Party's customers and suppliers. The information obtained pursuant to this Section shall be subject to any confidentiality agreements or other confidentiality obligations currently binding upon the Providing Party or any of its Subsidiaries; provided that the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to Providing Party shall use their commercially reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives obtain any waivers under such agreements or obligations to keep confidential any information obtained by such Founding Company in connection permit the Providing Party to comply with the transactions contemplated by this Agreement or any of the Other Agreementsits obligations hereunder.

Access to Information. 7.1.1 The Company Upon reasonable notice and subject to applicable Laws relating to the exchange of information, Herkimer shall and shall cause accord to the Company Subsidiaries to afford to Compass and its officers, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectivelyof Partners Trust, the "Company Representatives") full access access, during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective its and Herkimer Bank's properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, Herkimer shall furnish promptly make available to one another Partners Trust (i) a copy of each report, schedule, registration statement and other document filed or received by it (including Herkimer Bank) during such period pursuant to the requirements of federal or state banking laws and (ii) all due diligence other information requested concerning its (including Herkimer Bank) business, properties and personnel as Partners Trust may reasonably request. Partners Trust shall receive notice of all meetings of the Herkimer and Herkimer Bank Board of Directors and any committees thereof, and of any management committees (in all cases, at least as timely as all Herkimer and Herkimer Bank, as the case may be, representatives to such meetings are required to be provided notice). A representative of Partners Trust shall be permitted to attend all meetings of the Board of Directors (except for the confidential portion of such meetings which relate to the Merger or a Competing Proposal ("Confidential Matters") of Herkimer or Herkimer Bank, as the case may be) and such meetings of committees of the Board of Directors and management of Herkimer and Herkimer Bank which Partners Trust desires. Partners Trust will hold all such information in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement. No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other partyset forth herein. Compass Herkimer shall hold provide Partners Trust with true, correct and shall use its reasonable best efforts complete copies of all financial and other information provided to cause the Compass Representatives to hold, directors of Herkimer and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it Herkimer Bank in connection with the transactions contemplated by this Agreement meetings of their Boards of Directors or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementscommittees thereof.

Access to Information. 7.1.1 The (i)Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the date of this Agreement through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, the Company shall permit, and shall cause the Company its Subsidiaries to afford to Compass permit, Purchaser and its accountantsRepresentatives to have reasonable access, counselupon reasonable notice, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies offices, facilities, assets, properties, certain management-level employees, books and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and records of the Company and their accountantsits Subsidiaries, counselwhich access shall be virtual at the discretion of the Company with respect to any books and records, financial advisors Contracts, Tax returns and other representatives similar documents and information, and shall furnish, or cause to be furnished, to Purchaser, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as Purchaser shall from time to time reasonably request; provided, that, Purchaser and its Representatives, subject to compliance with this Section 6.05, shall have actual physical access to the Facilities; provided, further, that such access to the Facilities shall only be during regular business hours. All access and investigation pursuant to this Section 6.05 shall be coordinated through the Company’s Chief Financial Officer and Chief Executive Officer (collectivelyeach, a “Designated Contact”). Other than the Designated Contacts, the "Purchaser is not authorized to and shall not (and shall cause its Affiliates and Representatives to not) contact any officer, director (or equivalent), employee, supplier, customer, producer, agent, distributor, lender or other material business relationship of the Company Representatives") full access during normal business hours throughout the period and its Subsidiaries prior to the Closing in relation to all of their respective propertiesthe Company, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with Subsidiaries or the transactions contemplated by this Agreement without the prior written consent of the Designated Contact, provided that the Company shall have the right to have a representative present during any such contact in the event that the Designated Contact consents to such contact. Such access and investigation shall be conducted at Purchaser’s expense and in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and its Subsidiaries. Notwithstanding anything to the contrary contained herein or otherwise, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) jeopardize the attorney-client and work product privileges; provided, that the Company and its Subsidiaries shall use commercially reasonable efforts to disclose such information or materials in a manner that does not jeopardize the applicable privilege; or (ii) contravene any Law or any binding agreement entered into prior to the date of this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) all such access, and information relating thereto, shall constitute “Confidential Information” (as defined in the Confidentiality Agreement) under, and be governed by, the terms and conditions of the Confidentiality Agreement (the “Confidential Information”), (ii) without the prior written consent of the Company, Purchaser shall not contact any employee (other than the Designated Contacts), customer, vendor or supplier, licensor, distributor or broker of the Company or any Subsidiary regarding the Contemplated Transactions, and provided that 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 (iii) Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the Other Agreements, except that each prior written consent of Compass, the Stockholders and the Company (which consent may disclose be withheld for any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsreason).

Access to Information. 7.1.1 The From the date hereof to the Effective Time, but subject to applicable confidentiality agreements creating obligations to others and excluding information provided to the Company shall Board with respect to this Agreement and the transactions contemplated hereby, the Company shall, shall cause the Company Subsidiaries to afford to Compass its subsidiaries, officers, directors and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited employees to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause its auditors and other agents to, afford the Compass Representatives to holdofficers, employees, auditors and other agents of the Parent, and representatives of and advisors to financing sources, reasonable access during normal business hours to its officers, employees, agents, properties, offices, plants and other facilities and to all books, records (including, without limitation, Tax returns and work papers of the Stockholders Company's independent auditors) and contracts, and shall furnish the Parent and such financing sources with all financial, operating and other data and information as the Parent, through its officers, employees or agents, or such financing sources may from time to time reasonably request. The Company will promptly furnish to the Parent, at the Parent's expense and subject to the Confidentiality Agreement, a copy of each material document filed or received by it pursuant to the Federal, state, local, and foreign securities laws or Tax laws or any Environmental Laws, and of such other documents as the Parent may reasonably request. Notwithstanding termination of this Agreement, the terms of the Confidentiality Agreement shall apply to all information that is furnished under this Agreement by the Company shall hold and shall use their reasonable best efforts or its agents to cause the Company Representatives to holdParent, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement Purchaser or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other partyagent thereof. In addition, Compass will cause each of notwithstanding anything to the other Founding Companies and their stockholders to enter into a provision similar to contrary in this Section 7.1 ----------- requiring each such Founding 6.2 or elsewhere in this Agreement, neither the Company nor any of its subsidiaries, officers, directors, employees, auditors, agents, representative or advisors shall have any obligation to keep confidential and provide to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement Parent or the Purchaser or any of their representatives or advisors any information (i) regarding litigation or other legal proceedings between the Other AgreementsCompany or any of its subsidiaries, on the one hand, and the Parent, the Purchaser or any of their affiliates, on the other hand or (ii) regarding the matters set forth in Section 6.2 of the Company Disclosure Letter.

Access to Information. 7.1.1 The (a) Upon reasonable notice and subject to applicable laws, Company shall shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectivelyof Purchaser, the "Company Representatives") full access reasonable access, during normal business hours throughout during the period prior to the Closing Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold Company shall, and shall use cause its reasonable best efforts Subsidiaries to, make available to cause Purchaser (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Compass Representatives requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that Company is not permitted to holddisclose under applicable law), (ii) all other information concerning its business, properties and personnel as Purchaser may reasonably request and (iii) access to the Stockholders necessary information (including Company’s own good faith estimates as available and the third-party reports, if any, commissioned by Company shall hold and shall use their reasonable best efforts at Purchaser’s request) in order to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any prepare a good faith estimate of the Other Agreements, except that each potential impact of Compass, the Stockholders Sections 280G and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each 4999 of the other Founding Companies and their stockholders Code with respect to enter into a provision similar amounts potentially payable to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding senior executives of Company in connection with the transactions contemplated by this Agreement or consummation of the Contemplated Transactions. Upon the reasonable request of Purchaser, Company shall furnish such reasonable information about it and its business as is relevant to Company and the LBI shareholders in connection with the Contemplated Transactions, including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the Other Agreementsextent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information. 7.1.1 The (a) Subject to the Confidentiality Agreement and applicable Law, Company shall and shall cause the Company Subsidiaries agrees to afford to Compass provide Parent and its accountantsRepresentatives and Parent agrees to provide Company and its Representatives, counselfrom time to time prior to the Effective Time, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, such information as representatives (collectively, the "Representatives") of the underwriters engaged in connection one party shall reasonably request with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and respect to the other Founding Companies party and its Subsidiaries and their accountants, counselrespective businesses, financial advisors conditions and other representatives, operations and Compass shall afford such access to the Stockholders properties, books and records and personnel of the Company other party and their accountantsits Subsidiaries as the requesting party shall reasonably request, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full which access shall occur during normal business hours throughout and shall be conducted in such manner as not to interfere unreasonably with the period conduct of the business of the other party or its Subsidiaries. Without limiting the foregoing, as soon as reasonably practicable after they become available, but in no event more than 15 days after the end of each calendar month ending after the date hereof, Company shall furnish to Parent (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Company or (if requested by Parent prior to the Closing end of such calendar month) any of its Subsidiaries as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period and (iii) to all the extent permitted by applicable Law, any reports provided to the board of directors of Company or any committee thereof relating to the financial performance and risk management of Company or any of its Subsidiaries. To the extent permitted by applicable Law, Parent shall be entitled to have at least one observer present at each meeting of Company’s and its Subsidiaries’ board of directors and their respective propertiescommittees, books, contracts, commitments except to the extent the discussions of such boards and records (including, but not limited to, financial statements committees relate to this Agreement and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementshereby.

Access to Information. 7.1.1 The Company shall and shall cause (A) During the period from the date hereof to the Effective Time, the Company Subsidiaries to afford to Compass and its accountantsSubsidiaries shall authorize and permit Parent and its representatives, counselaccountants 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 advisors statements and other representativesfinancial 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, Xxxxxxxxxx Securitiestheir directors, Inc. officers, employees, agents, accountants, attorneys, customers and Xxxxxx Brotherscreditors, as representatives (collectively, Parent considers necessary or appropriate for the "Representatives") purposes of the underwriters engaged in connection familiarizing itself with the IPO (the "Underwriters") assets, liabilities, Mortgage Loans and counsel for the Underwriters (collectively, the "Compass Representatives"), business and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and operations of the Company and their accountantsits Subsidiaries, counseldetermining compliance with any of the representations, financial advisors warranties and other representatives (collectively, covenants of the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdset forth herein, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to holdobtaining any necessary orders, in strict confidence all non-public information furnished to it in connection with consents or approvals of the transactions contemplated by this Agreement Agreement. In connection with such examination and access, Parent agrees to observe any confidentiality agreements known to it between the Company or its 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 the Other Agreements, except that each of Compass, the Stockholders its Subsidiaries. The information and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions access contemplated by this Agreement Section 7.2(a) shall be provided during normal business hours, upon reasonable written or any oral notice and in such manner as will not unreasonably interfere with the conduct of the Other AgreementsCompany's or its Subsidiaries' businesses.

Access to Information. 7.1.1 The Company shall Each of the Company, HoldCo and ScottishPower shall, and shall cause each of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the Company period from the date hereof to the Effective Time, (i) provide the other parties and their respective Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company, HoldCo and ScottishPower, as the case may be, and their respective Subsidiaries and Joint Ventures and their respective assets, properties, books and records, but only to afford to Compass the extent that such access does not unreasonably interfere with the business and operations of the Company, HoldCo and ScottishPower, as the case may be, and its accountantsSubsidiaries and Joint Ventures, counseland (ii) furnish promptly to such persons (x) a copy of each report, financial advisors statement, schedule and other representativesdocument filed or received by the Company, HoldCo and ScottishPower, as the case may be, or any of their respective Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, Xxxxxxxxxx Securitiescopies of Contracts, Inc. Company Employee Benefit Plans, and Xxxxxx Brothersother books and records) concerning the business and operations of the Company, HoldCo and ScottishPower, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")case may be, and its Subsidiaries and Joint Ventures as any such party or any of such other persons reasonably may request. No investigation pursuant to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass this paragraph or otherwise shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, affect any representation or warranty contained in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any condition to the obligations of the Other Agreementsparties hereto. Any such information or material obtained pursuant to this SECTION 6.01 that constitutes "REVIEW MATERIAL" (as such term is defined in the letter agreement dated as of October 12, except that each of Compass, the Stockholders and 1998 between the Company may disclose any information that it is required and ScottishPower (the "CONFIDENTIALITY AGREEMENT")) shall be governed by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each terms of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsConfidentiality Agreement.

Access to Information. 7.1.1 The Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall (i) give Parent, Merger Sub and shall cause the Company Subsidiaries to afford to Compass and its their respective officers, employees, accountants, counsel, financial advisors financing sources and other representativesagents and representatives full access (subject to reasonable supervision and, includingat the Company's option, without limitationlogging of information to which access is provided) to all buildings, Xxxxxxxxxx Securitiesoffices, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") other facilities and to all Books and Records of the underwriters engaged Company, whether located on the premises of the Company or at another location; (ii) permit Parent and Merger Sub to make such inspections as they may require; (iii) cause its officers to furnish Parent and Merger Sub such financial, operating, technical and product data and other information with respect to the business and Assets and Properties of the Company as Parent and Merger Sub from time to time may request, including without limitation financial statements and schedules (provided that, except as required or necessary in connection with the IPO (the "Underwriters") parties' obligations pursuant to Sections 4.3 and counsel for the Underwriters (collectively4.4, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold not be required to make any technical information (other than technical information of the type typically made available to customers or potential customers) available at any location other than the Company's headquarters and none of such technical information shall use their reasonable best efforts be removed from such headquarters (whether in written, electronic or other format) without the prior written consent of the Company); (iv) allow Parent and Merger Sub the opportunity to cause interview such employees and other personnel and Affiliates of the Company Representatives with the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, however, that no investigation pursuant to hold, in strict confidence all non-public information this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to it in connection with Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementshereby.

Access to Information. 7.1.1 The Company (a) Upon reasonable notice, SierraWest and BC shall (and shall cause the Company each of their respective Subsidiaries to to) afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountantsrepresentatives and advisors access, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout during the period prior to the Closing Date, to all of their respective the properties, books, contracts, commitments and records of SierraWest (including, but not limited to, financial statements in the case of SierraWest) and Tax Returnsof BC (in the case of BC) and, during such period, each of SierraWest and BC shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold (and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice their respective Subsidiaries to) make available to the other partyand their representatives and advisors (a) a copy of each report, schedule, registration statement and other document filed or received by SierraWest or BC, 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 (b) all other information concerning the business, properties and personnel of SierraWest or of BC, as the case may be, as such other party may reasonably request. In additionBC will hold any such information with respect to SierraWest and its Subsidiaries which is nonpublic in confidence to the extent required by, Compass will cause each and in accordance with, the provisions of the other Founding Companies letter dated October 27, 1998, between SierraWest and their stockholders BC (the "Confidentiality Agreement"). SierraWest will hold all such information with respect to enter into a provision similar BC and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to this Section 7.1 ----------- requiring each such Founding Company to keep confidential the extent required by, and to use their reasonable best efforts to cause their respective accountantsin accordance with, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any provisions of the Other AgreementsConfidentiality Agreement, deeming for purpose of this sentence, such information to be subject to the provision of the Confidentiality Agreement as if such provisions applied by their terms to such information of BC and its Subsidiaries, as well as to such information of SierraWest and its Subsidiaries. No investigation by either BC, on the one hand, or SierraWest, on the other hand, shall affect the representations and warranties of the other.

Access to Information. 7.1.1 The (a) Access to Information Prior to Closing. From the date of this Agreement until the Closing Date, Seller will (1) give, and will cause each Acquired Company shall and shall cause the Company Subsidiaries Subsidiary to afford to Compass give, Buyer and its accountants, counsel, financial advisors advisors, auditors and other authorized representatives, includingreasonable access to the books, without limitationrecords and properties of each Acquired Company and Subsidiary, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives"2) of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")furnish, and will cause each Acquired Company and the Subsidiary to the other Founding Companies furnish, to Buyer and their accountants, its counsel, financial advisors advisors, auditors and other authorized representatives, such financial and Compass shall afford operating data and other information relating to the Stockholders Acquired Companies and the Company Subsidiary as such Persons may reasonably request and their accountants(3) instruct the employees, counsel, counsel and financial advisors and other representatives (collectivelyof Seller, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, Acquired Companies and the Stockholders Subsidiary to cooperate with Buyer in its investigation of the Acquired Companies and the Company shall hold Subsidiary and shall use their reasonable best efforts to cause the Company Representatives provide such information and assistance as Buyer or its representatives may reasonably request to hold, in strict confidence all non-public information furnished to it in connection assist with its financing for the transactions contemplated by hereby. Any investigation pursuant to this Agreement Section 5.02 shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of Seller or any of the Other Agreements, except that each of Compassits Affiliates, the Stockholders and Acquired Companies or the Company may disclose any Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to personnel records relating to individual performance or evaluation records, medical histories or other information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each disclosure of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company which in connection with the transactions contemplated by this Agreement Seller’s good faith opinion could subject Seller or any of its Affiliates, the Other AgreementsAcquired Companies or the Subsidiary to risk of liability.

Access to Information. 7.1.1 The Company shall and shall cause From the date hereof until the Effective Time or earlier termination of this Agreement, the Company Subsidiaries to afford to Compass and will, upon reasonable notice, give the Parent, its accountants, counsel, financial advisors advisors, auditors, and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as authorized representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and reasonable access during regular business hours to the other Founding Companies and their accountantsoffices, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records of the Company and its Subsidiaries, and will furnish to the Parent, its counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, for the purpose of evaluating changes in the financial condition, results of operations, or business of the Company and its Subsidiaries after the date of this Agreement, and will instruct the Company's employees, counsel, and financial advisors to cooperate with the Parent in its evaluation. If, after the date of this Agreement, (including, but i) the Parent becomes aware of information not limited disclosed to, financial statements or otherwise in the possession of, the Parent or its representatives prior to the execution and Tax Returnsdelivery of this Agreement, and (ii) on the basis of such information, the Parent reasonably concludes that conditions at any of the Company Real Property currently owned or leased by the Company or any of its Subsidiaries might give rise to a material remedial obligation or other material liability of the Company or any of its Subsidiaries under any Environmental Laws, the Company will also, upon reasonable notice, give the Parent and its authorized representatives reasonable access during regular business hours to such Company Real Property for the purpose of taking surface wipes, making measurements, or conducting other non-invasive measurement procedures to determine whether any such conditions or liability exists and, during such periodif so, shall furnish promptly to one another all due diligence determine the extent thereof. All information requested by provided to, or obtained by, the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it Parent or Merger Sub in connection with the transactions contemplated by this Agreement or any hereby will be "Evaluation Material" for purposes of the Other Agreementsconfidentiality agreement, except that each of Compassdated June 6, 1997, between the Stockholders Parent and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to (the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements"Confidentiality Agreement").

Access to Information. 7.1.1 The Company shall Each of the Company, HoldCo and ScottishPower shall, and shall cause each of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the Company period from the date hereof to the Effective Time, (i) provide the other parties and their respective Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company, HoldCo and ScottishPower, as the case may be, and their respective Subsidiaries and Joint Ventures and their respective assets, properties, books and records, but only to afford to Compass the extent that such access does not unreasonably interfere with the business and operations of the Company, HoldCo and ScottishPower, as the case may be, and its accountantsSubsidiaries and Joint Ventures, counseland (ii) furnish promptly to such persons (x) a copy of each report, financial advisors statement, schedule and other representativesdocument filed or received by the Company, HoldCo and ScottishPower, as the case may be, or any of their respective Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, Xxxxxxxxxx Securitiescopies of Contracts, Inc. Company Employee Benefit Plans, and Xxxxxx Brothersother books and records) concerning the business and operations of the Company, HoldCo and ScottishPower, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")case may be, and its Subsidiaries and Joint Ventures as any such party or any of such other persons reasonably may request. No investigation pursuant to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass this paragraph or otherwise shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, affect any representation or warranty contained in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any condition to the obligations of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any parties hereto. Any such information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar material obtained pursuant to this Section 7.1 ----------- requiring each 6.01 that constitutes "Review Material" (as such Founding term is defined in the letter agreement dated as of October 12, 1998 between the Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained ScottishPower (the "Confidentiality Agreement")) shall be governed by such Founding Company in connection with the transactions contemplated by this Agreement or any terms of the Other AgreementsConfidentiality Agreement.

Access to Information. 7.1.1 The Subject to SECTION 5.4(a), the Company shall and shall cause the Company Subsidiaries to afford to Compass Parent and its accountants, counsel, financial advisors counsel and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives reasonable access (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Closing to Effective Time to, (i) all of their respective the properties, books, contracts, commitments and records of the Company and its Subsidiaries, including all Company Intellectual Property (includingincluding access to design processes and methodologies) and all capitalization and equity compensation information that is necessary 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 in the form it is currently possessed by the Company or its accountants, but not limited to(ii) all other information concerning the business, financial statements properties and Tax Returnspersonnel (subject to restrictions imposed by applicable law) and, during such period, shall furnish promptly to one another of the Company and its Subsidiaries as Parent may reasonably request and (iii) all due diligence information Employees of the Company and its Subsidiaries as reasonably requested by Parent; provided, however, that such access noted in (i), (ii) and (iii) shall be provided only to the other party. Compass shall hold and shall use its reasonable best efforts to cause extent such access, (x) does not unreasonably interfere with the Compass Representatives to hold, and the Stockholders and business operations of the Company shall hold and shall use their reasonable best efforts or its Subsidiaries, (y) does not in the opinion of legal counsel to cause the Company Representatives to holdresult in waiver of or otherwise prejudice the attorney client privilege, or (z) violates any Legal Requirement, provided, further, in strict confidence all non-public information furnished to it in connection with the event of any litigation or threatened litigation between the parties on the terms of this Agreement or the transactions contemplated by this Agreement or any hereby access to information that may be adverse to the interests of the Other Agreements, except that each of Compass, the Stockholders Company or its Subsidiaries will not be provided. The Company agrees to promptly provide to Parent and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective its accountants, counsel, financial advisors counsel and other representatives to keep confidential any information obtained by copies of such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsinternal financial statements (including Tax Returns and supporting documentation) as may be reasonably requested.

Access to Information. 7.1.1 The Company From and after the Closing, the Buyer shall (and shall cause the Company and each of its Subsidiaries to afford to Compass and other Affiliates to), during normal business hours and upon reasonable notice, make available and provide the Seller and its accountantsrespective representatives (including, counselwithout limitation, financial advisors counsel and independent auditors) with access to the facilities and properties of the Company and each of its Subsidiaries and to all information, files, documents and records (written and computer) relating to the Company and its Subsidiaries or any of their businesses or operations for any and all periods prior to and including the Closing Date that they may require with respect to any reasonable business purpose (including, without limitation, any tax matter) or in connection with 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 and each of its Subsidiaries and other representativesAffiliates) cooperate fully with the Seller and its respective representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of the Seller, including, without limitation, Xxxxxxxxxx Securitiesby making tax, Inc. accounting and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors personnel and other representatives, appropriate employees and Compass shall afford to the Stockholders and officers of the Company and their accountantseach of its Subsidiaries available to the Seller and its respective representatives (including counsel and independent auditors), counselwith regard to any reasonable business purpose. Notwithstanding the foregoing, financial advisors the Buyer shall not be required to (and shall not be required to cause the Company and each of its Subsidiaries and other Affiliates to) grant access or furnish information to the Seller and its representatives (collectivelyto the extent that such access or disclosure would violate or prejudice the rights of its customers, would jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. The Seller shall not have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Buyer’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability; provided that the Seller shall not be prohibited from accessing such information pursuant to a valid court order. In addition, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and Seller shall use its reasonable best efforts to cause its auditors, at Buyer’s expense, to furnish the Compass Representatives to hold, and the Stockholders Buyer and the Company shall hold and shall use their reasonable best efforts to cause financing sources all financial statements, pro forma financial statements and other financial data and financial information of the Company Representatives to holdand its Subsidiaries, in strict confidence including all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any financial statements and financial and other data of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is type required by law or judicial or administrative order to discloseRegulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each and of the other Founding Companies type and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountantsform customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), counsel, financial advisors and other representatives documents required to keep confidential satisfy any information obtained customary negative assurance opinion, to consummate a financing, together with customary consents and comfort letters by such Founding Company in connection with the transactions contemplated by this Agreement or any auditors of the Other AgreementsCompany.

Access to Information. 7.1.1 The Company From and after the Closing Date, Buyer shall (and shall cause the Company Subsidiaries and each of its subsidiaries and other Affiliates to), during normal business hours and upon reasonable notice, make available and provide each of the Selling Stockholders and their respective representatives (including, without limitation, counsel and independent auditors) with access to afford the facilities and properties of the Company and each of its subsidiaries and to Compass all 57 information, files, documents and records (written and computer) relating to the Company or its subsidiaries or any of their businesses or operations for any and all periods prior to or including the Closing Date which such Selling Stockholder (or any Affiliate of such Selling Stockholder) requires with respect to any reasonable business purpose or in connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any person including any Buyer Indemnified Party or any Selling Stockholders Indemnified Party, and shall (and shall cause the Company and each of its subsidiaries to) cooperate fully with such Selling Stockholder and its accountantsrepresentatives (including, counselwithout limitation, financial advisors its counsel and other representativesindependent auditors) in connection with the foregoing, at such Selling Stockholder's sole cost and expense, including, without limitation, Xxxxxxxxxx Securitiesby making tax, Inc. accounting and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors personnel and other representatives, appropriate employees and Compass shall afford to the Stockholders and officers of the Company and each of its subsidiaries available to each of the Selling Stockholders and their accountants, counsel, financial advisors and other respective representatives (collectivelyincluding, without limitation, counsel and independent auditors), with regard to any reasonable business purpose (including as aforesaid). Without limiting the generality of this Section 6.4, following the Closing, the "Selling Stockholders and their representatives shall be given the opportunity to review, comment upon and suggest changes or corrections to any Tax Returns, reports and declarations which include the Company Representatives"or any of its subsidiaries prepared by Buyer, Capstar or any Affiliate thereof, including without limitation the Company and its subsidiaries (and the work papers used in the preparation thereof) full access during normal business hours throughout which relate to or include any period or portion thereof ending on or before the period Closing Date (or periods beginning prior to the Closing to all of their respective propertiesDate and ending subsequent thereto, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to holdif any), in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives case prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders filing thereof (but in no event less than 30 days prior to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsfiling).

Access to Information. 7.1.1 The From the date hereof until the Effective Time (or the date of termination of this Agreement in accordance with Article VIII), the Company shall and shall cause the Company Subsidiaries to afford to Compass and give Parent, its accountants, counsel, financial advisors advisors, auditors and other representativesauthorized Representatives reasonable access at reasonable times to the offices, includingproperties, without limitationpermits, Xxxxxxxxxx Securitiesfiles, Inc. books and Xxxxxx Brothers, as representatives (collectively, the "Representatives") records of the underwriters engaged Company and its Subsidiaries, will 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 will instruct the Company’s employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with the IPO any environmental assessment or assessments (the "Underwriters") which may include visual and counsel for the Underwriters (collectivelyphysical inspections); provided that, the "Compass Representatives"), and no investigation pursuant to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass this Section 6.03 shall afford to the Stockholders and affect any representation or warranty given by the Company to Parent hereunder and their accountantsnothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of Law or any confidentiality agreement in effect as of the date of this Agreement or waive any attorney-client privilege; provided further, counselthat all requests for such access, financial advisors and inspection or information pursuant to this Section 6.03 shall be made through the Company’s Chief Executive Officer or such other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior person as he shall designate in writing to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited Parent. All nonpublic information provided to, financial statements and Tax Returns) andor obtained by, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it Parent in connection with the transactions contemplated by this Agreement or any hereby shall be “Confidential Information” for purposes of the Other AgreementsConfidentiality Agreement, except that each of Compassdated April 12, the Stockholders 2004, between Parent and the Company may disclose (the “Confidentiality Agreement”); provided, however, that, notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Sub from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that it is required by law or judicial or administrative order Law to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company be disclosed therein in connection with the transactions contemplated by this Agreement purchase of Shares or any the solicitation of proxies in connection with the Other AgreementsOffer and the Merger, respectively.

Access to Information. 7.1.1 (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall cause afford to the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period after the date hereof and prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel, and (ii) such other information requested by concerning their respective businesses, operations, properties, assets, condition (financial or other) results of operations and personnel as Parent or Subsidiary or the other partyCompany, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Compass Parent and its subsidiaries shall hold and shall use its their reasonable best efforts to cause the Compass Parent Representatives to hold, and the Stockholders Company and the Company its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to it Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement or any in accordance with the terms of the Other AgreementsConfidentiality Agreement dated the date hereof, except that each of Compass, which is incorporated herein by reference and made a part hereof (the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements"Confidentiality Agreement").

Access to Information. 7.1.1 The Company (a) From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, upon reasonable notice, the Seller shall cause each of its officers, employees, agents, representatives, accountants and counsel, and shall cause the Company and the Subsidiaries to and each of the Company’s and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Compass and its the officers, employees, agents, accountants, counsel, financial advisors financing sources and representatives of Parent and the Purchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other representativesfacilities, includingbooks and records of the Company and each Subsidiary and to those officers, without limitationemployees, Xxxxxxxxxx Securitiesagents, Inc. accountants and Xxxxxx Brothers, as representatives (collectivelycounsel of any of the Seller, the "Representatives") Company or the Subsidiaries who have knowledge relating to any of the underwriters engaged in connection with Company or the IPO Subsidiaries or their Business and (the "Underwriters"ii) and counsel for the Underwriters (collectively, the "Compass Representatives"), and furnish to the other Founding Companies and their officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and the Purchaser such additional financial advisors and operating data and other representatives, and Compass shall afford information (to the Stockholders extent in the possession of the Seller or the Company or a Subsidiary) regarding the assets, properties, liabilities and goodwill of the Company, the Subsidiaries and their Business (or legible copies thereof) as Parent and the Company and their accountantsPurchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser or Parent or any such other person if such disclosure would, in the reasonable judgment of the Seller based on advice of outside counsel, financial advisors and (A) jeopardize any attorney-client or other representatives legal privilege or (collectivelyB) create any undue risk of violating any applicable Law, including antitrust Laws. Notwithstanding the foregoing, the "Seller shall use reasonable efforts to make reasonable and appropriate substitute disclosure 45 arrangements which would allow it to disclose to Parent and the Purchaser information of the types described in clauses (A) and (B) above without waiving any legal privilege or creating any undue risk of violating any applicable Law, as applicable. Without limitation of Section 5.01, for the avoidance of doubt, (x) nothing contained in this Agreement shall be construed to give to Parent or the Purchaser, directly or indirectly, any rights to control or direct the operations of the Company Representatives") full access during normal business hours throughout the period or any Subsidiary prior to the Closing Date, and (y) prior to all the Closing Date, the Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the operations of the Company and the Subsidiaries. Parent and the Purchaser hereby agree that they are not authorized to and shall not (and shall not permit any of their Affiliates or any of their respective propertiesemployees, booksofficers, contractscounsel, commitments and records (includingaccountants, but not limited consultants, financing sources or other representatives or agents to) contact any competitor, financial statements and Tax Returns) andsupplier, during such perioddistributor, shall furnish promptly or customer of the Company, any Subsidiary or Nova NextGen Solutions with respect to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives transactions contemplated hereby prior prompt written notice to the other party. In addition, Compass will cause each Closing without the prior written consent of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountantsSeller and, counselif the Seller so elects, financial advisors and other representatives to keep confidential any information obtained only in the presence of an agent or representative specified by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other AgreementsSeller.

Access to Information. 7.1.1 The (a) Upon reasonable notice and subject to applicable laws, the Company shall shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its the officers, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectivelyof Purchaser, the "Company Representatives") full access access, during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective its properties, books, contracts, commitments personnel, information technology systems and records (includingrecords, but not limited toand shall cooperate with Purchaser in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold Company shall, and shall cause its Subsidiaries to, make available to Purchaser (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that the Company is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as Purchaser may reasonably request. Upon reasonable notice and subject to applicable laws, Purchaser shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the Company, access, in each case solely for the purposes of verifying the representations and warranties of Purchaser in Article IV, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records. Neither Purchaser nor the Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Purchaser's or the Company's, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will use its reasonable best efforts to cause cooperate and make appropriate substitute disclosure arrangements under circumstances in which the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any restrictions of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementspreceding sentence apply.

Access to Information. 7.1.1 The Company shall (a) From and shall cause after the date of this Agreement, the Company Subsidiaries will (i) give Parent and Merger Sub and their respective Representatives reasonable access (during regular business hours upon reasonable notice) to afford to Compass and its accountantsall employees, counselplants, financial advisors offices, warehouses and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), facilities and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (includingincluding Tax returns) of the Company and its Subsidiaries and cause the Company’s and its Subsidiaries’ respective Representatives to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, but not limited to(ii) at the request of Parent, consult with Parent and Merger Sub concerning, and keep Parent and Merger Sub reasonably apprised on a timely basis of the status of, any negotiations, material discussions and proposed resolutions or settlements (x) with any Governmental Entity with respect to any material environmental matter or (y) with the representatives of collectively bargained employees of the Company or any of its Subsidiaries, and in each case will consider in good faith suggestions made by Parent or Merger Sub concerning any of the foregoing, (iii) permit Parent and Merger Sub to make such reasonable inspections as they may require, (iv) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial statements and Tax Returnsoperating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request and (v) and, during such period, shall furnish promptly to one another all due diligence information requested Parent and Merger Sub a copy of each report, schedule and other document filed or received by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice its Subsidiaries during such period pursuant to the other party. In addition, Compass will cause each requirements of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement federal or any of the Other Agreementsstate securities Laws.

Access to Information. 7.1.1 The (a) Subject to Section 6.05(b), from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.01, the Company shall shall, and shall cause each of its Subsidiaries and each of its and their Representatives to: (i) provide to Parent, Merger Subsidiary and each of their respective Representatives reasonable access at reasonable times and upon reasonable prior notice to the Company Subsidiaries to afford to Compass and its accountantsSubsidiaries, counselto the officers, financial advisors employees, agents, Contracts, properties, assets, offices and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") facilities of the underwriters engaged in connection with the IPO (the "Underwriters") Company and counsel for the Underwriters (collectively, the "Compass Representatives"), its Subsidiaries and to the other Founding Companies books and their accountantsrecords thereof and (ii) furnish, counselor cause to be furnished, financial advisors (A) such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other representatives, and Compass shall afford to the Stockholders and aspects of or information concerning the Company and their accountantsits Subsidiaries as Parent, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all Merger Subsidiary or any of their respective propertiesRepresentatives may reasonably request and (B) to Parent, bookswith respect to each fiscal month ending after the date of this Agreement, contracts, commitments unaudited monthly consolidated balance sheets of the Company and records its Subsidiaries for each fiscal month then ended and related consolidated statements of earnings and cash flows (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and which the Company shall hold and shall use their reasonable best efforts furnish to cause Parent at substantially the same time such information is furnished on a monthly basis to the Board of Directors of the Company Representatives or any committee thereof in the ordinary course of business consistent with past practice); provided, however, that the foregoing shall not require the Company to holddisclose any information to the extent such disclosure would contravene Applicable Law. No investigation made or information provided, in strict confidence all non-public information furnished made available or delivered to it in connection with the transactions contemplated by this Agreement Parent, Merger Subsidiary or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar respective Representatives pursuant to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or 6.05 shall affect any of the Other Agreementsrepresentations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the Parties hereunder.

Access to Information. 7.1.1 The Parent shall not, without the prior written consent of Purchaser waive the covenants made by the Company shall in Section 7.1 of the Merger Agreement and shall cause the Company Subsidiaries to afford to Compass allow Purchaser and its officers, directors, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Company Representatives") full access to obtain pursuant to such Section 7.1, reasonable access, during normal business hours throughout the period prior to the Closing Closing, to all of their respective the Company's properties, books, contracts, commitments commitments, records and records other information (including, but not limited to, financial statements and Tax Returns) andrelating to the Assets and Product Lines businesses and to each significant report, schedule and other document filed or received by the Company or any of its Subsidiaries relating to the Assets or Product Lines businesses pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the Department of Labor, the Immigration and Naturalization Service, the Environmental Protection Agency (state, local and federal), the IRS, the Department of Justice, the Federal Trade Commission, or any other federal, state or foreign regulatory agency or commission or other Governmental Authority. In addition, during such period, the Parent shall furnish promptly allow Purchaser and its Representatives to one another obtain, pursuant to Section 7.1 of the Merger Agreement, access to all due diligence information concerning the Assets and Product Lines businesses and such other matters as may be reasonably requested by Purchaser in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the other partytransactions contemplated by this Agreement. Compass shall hold Purchaser shall, and shall use cause its reasonable best efforts to cause Subsidiaries, Representatives (other than its Representatives who have entered into separate confidentiality agreements with the Compass Representatives to holdCompany) to, hold in confidence all documents and the Stockholders and information concerning the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any in accordance with the Confidentiality Agreement, dated as of the Other AgreementsMarch 7, except that each of Compass2001, the Stockholders between Xxxx and the Company may disclose any information that it is required by law or judicial or administrative order (the "Confidentiality Agreement"), and Purchaser agrees to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained be bound by such Founding Company in connection with the transactions contemplated by this Confidentiality Agreement or any of the Other Agreementsas if it were a party thereto.

Access to Information. 7.1.1 The Upon reasonable notice and subject to restrictions contained in confidentiality agreements to which the Company is subject and subject to the terms of the Confidentiality Agreement, dated March 12, 1998, between the Company and Parent, as the same may be amended, supplemented or modified (the "Confidentiality Agreement"), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to the officers, employees, accountants, counsel and other representatives of Parent all reasonable access, during normal business hours during the period prior to the Effective Time, to all their respective personnel, properties, books, contracts, commitments and records and, during such period, the Company shall and shall cause the Company each of its Subsidiaries to afford furnish promptly to Compass and its accountantsParent (a) a copy of each report, counselschedule, financial advisors registration statement and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, document filed or received by it during such period pursuant to the "Representatives") requirements of the underwriters engaged in connection with Federal or state securities laws or the IPO Federal tax laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request, provided, that until the "Underwriters") and counsel for earlier of the Underwriters (collectivelyEffective Time or such time as Parent's designees shall constitute a majority of the Board of Directors of the Company, none of the "Compass Representatives"), and foregoing persons shall have access to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records of the Company or its Subsidiaries with respect to (includingi) pricing or pricing strategy or (ii) Intellectual Property Rights, but not limited to, financial statements and Tax Returns) and, except that the independent person who reviewed the Company's patent applications on behalf of Parent during such period, shall furnish promptly to one another all the due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it process conducted in connection with the transactions contemplated by negotiation of this Agreement shall be permitted to review the Company's Intellectual Property Rights other than access to germplasm pedigree and basic research, and in any event, subject to confidentiality and disclosure limitations comparable to those previously applicable to such independent person's review of patent applications, and any representative of Parent shall be entitled to review material relating to the Company's Intellectual Property Rights that is otherwise publicly available. Notwithstanding anything to the contrary in this Agreement or any of other agreement to which the Other Agreements, except that each of CompassCompany and Parent are a party, the Stockholders Confidentiality Agreement shall terminate and be of no further force and effect from and after the Company may disclose any information that it date upon which the Offer is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsconsummated.

Access to Information. 7.1.1 The Company shall (a) Upon reasonable notice to the Company, the Acquired Companies shall, and shall cause the Company Subsidiaries to afford to Compass and its accountantstheir respective officers, counseldirectors, financial advisors employees and other representativesRepresentatives to, includingafford Parent’s and Merger Sub’s officers and Parent’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Closing to all of their respective Representatives, officers, employees, properties, facilities, books, contractsContracts, commitments and records (includingincluding Tax returns), but not limited to, financial statements reports (including draft and Tax Returns) and, during such period, shall furnish promptly final reports of PricewaterhouseCoopers LLP relating to one another all due diligence information requested by the other party. Compass shall hold 2017 audited financials as and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information when furnished to it the Company), correspondence and any other documents and information of the Acquired Companies that is in connection with the transactions contemplated by this Agreement possession, custody or control of any of the Other AgreementsAcquired Companies or their respective Representatives (whether in physical or electronic form) and shall furnish Parent and Merger Sub all financial, except operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request in each case, for reasonable business purposes related to the consummation of the Transactions; provided, however, that each any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of Compass, appropriate personnel of the Stockholders Acquired Companies and in such a manner as not to unreasonably interfere with the Company may normal operation of the business of the Acquired Companies. Nothing herein shall require any of the Acquired Companies to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that it is required by law does not waive such privilege with respect thereto) or judicial (ii) contravene any Applicable Law, fiduciary duty or administrative order binding confidentiality obligation of any Acquired Company or its Affiliate (so long as the Company has used commercially reasonable efforts to disclosemake appropriate substitute arrangements to permit reasonable disclosure not in violation of such Applicable Law, provided it gives prior prompt written notice agreement or duty); provided, further, that information shall be disclosed subject to the other party. In additionexecution of a joint defense agreement in customary form, Compass will cause and disclosure may be limited to external counsel for Parent, in each case, to the extent that the Company determines that doing so may be reasonably required for the purposes of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection complying with the transactions contemplated by this Agreement or any of the Other Agreementsapplicable Antitrust Laws.

Access to Information. 7.1.1 The Upon reasonable notice, (a) the Company shall shall, and shall cause its Subsidiaries to, afford the Company Subsidiaries to afford to Compass and its officers, directors, employees, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Company Representatives") full access of Parent reasonable access, during normal business hours throughout the period prior to the Closing Merger Effective Time, to all of their respective its properties, facilities, operations, books, contracts, commitments and records (including, but not limited to, financial statements Tax Returns and any information relating to any audits or other examinations of such Tax Returns) andand personnel (including the Company's environmental, health and safety personnel) and (b) Parent shall, and shall cause the Parent Significant Subsidiaries to, afford to the Representatives of the Company, reasonable access to senior executives of Parent for the purpose of discussing Parent's business (with reasonable access to the documents related thereto) during such periodthe period prior to the Merger Effective Time. Each party shall, and shall cause its Subsidiaries to, in addition to the advance approval requirements set forth in Section 7.3(b), furnish promptly to one another the other (a) access to each report, schedule and other document filed or received by it or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the FERC, the NRC, the DOE, the Department of Justice, the Federal Trade Commission or any other federal or state regulatory agency or commission that relates to the transactions contemplated hereby or, subject to the terms of any then existing confidentiality requirements, that is otherwise material to the financial condition or operations of the Company and its Subsidiaries taken as a whole, or 42 to Parent and its Subsidiaries taken as a whole, as the case may be and (b) access to all due diligence information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably requested by the other partyparty in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. Compass shall hold Each party shall, and shall use cause its reasonable best efforts to cause the Compass Subsidiaries and Representatives to holdto, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the other furnished to it in connection with the transactions contemplated by this Agreement or any of in accordance with the Other AgreementsConfidentiality Agreement, except that each of Compassdated December 13, the Stockholders and 1999, between the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to and Parent (the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements"Confidentiality Agreement").

Access to Information. 7.1.1 (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall cause afford to the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information requested by concerning their respective businesses, properties and personnel as Parent or Subsidiary or the other partyCompany, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Compass Parent and its subsidiaries shall hold and shall use its their reasonable best efforts to cause the Compass Parent Representatives to hold, and the Stockholders Company and the Company its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to it Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of CompassParent, the Stockholders Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements.

Access to Information. 7.1.1 The Company shall and shall cause (i) Subject to confidentiality obligations that may be applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information which in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure, the Company will afford to Compass Parent and its financial advisors, accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full reasonable access during normal business hours throughout hours, upon reasonable notice, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries, to the properties, books, records and management personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of their respective business development efforts, properties, booksresults of operations and personnel of the Company, contractsas Parent may reasonably request; provided, commitments and records (includingthat such access shall not include any invasive or intrusive investigations or other testing, but not limited tosampling or analysis of any properties, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company; provided, further that any such access shall hold be subject to and shall use their reasonable best efforts limited to cause the extent the Company Representatives to holdreasonably determines in good faith, in strict confidence all nonlight of the coronavirus (COVID-19) pandemic (taking into account any “shelter-public information furnished to it in connection with in-place” or similar order issued by a Governmental Entity), that such access would jeopardize the transactions contemplated by this Agreement health and safety of any employee of the Company or any of its Subsidiaries. The parties hereto shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the Other Agreements, except that each of Compass, restrictions in the Stockholders and the Company may disclose preceding sentence apply. No information or knowledge obtained by Parent in any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar investigation pursuant to this Section 7.1 ----------- requiring each such Founding Company 4.2(b)(i) will affect or be deemed to keep confidential and modify any representation or warranty contained herein or the conditions to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any obligations of the Other Agreementsparties to consummate the Merger.

Access to Information. 7.1.1 (a) The Company shall shall, and shall cause the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders Subsidiary and the Company Company's officers, directors, employees and their accountantsagents to, counselafford the officers, financial advisors employees and other representatives (collectivelyagents of Millers and Merger Sub complete access at all reasonable times to its officers, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective employees, agents, properties, facilities, books, contracts, commitments records and records (including, but not limited to, financial statements contracts and Tax Returns) and, during such period, shall furnish promptly to one another Millers and Merger Sub all due diligence financial, operating and other data and information requested by the other partyas Millers and Merger Sub through their officers, employees or agents, may reasonably request. Compass shall Millers and Merger Sub will hold and shall use its reasonable best efforts will cause their respective representatives to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the Company furnished to it Millers or Merger Sub in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Millers or Merger Sub (or their respective affiliates) prior to its disclosure to Millers or Merger Sub by the Company, (ii) in the public domain through no fault of Millers or Merger Sub or (iii) later lawfully acquired by Millers or Merger Sub (or their respective affiliates) from other sources and will not release or disclose such information to any of the Other Agreementsother person, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order in connection with this Agreement to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause (i) their respective accountantsauditors, counselattorneys, financial advisors and other consultants or advisors, and (ii) responsible financial institutions, partnerships and individuals after Millers or Merger Sub, as the case may be, has made reasonable efforts to cause such financial institutions, partnerships and individuals to agree to be bound by the provisions of this Section 7.4 as if the reference to Millers or Merger Sub herein were to them (it being understood that such persons shall be informed by Millers or Merger Sub of the confidential nature of such information and shall be directed by Millers or Merger Sub to treat such information confidentially); provided that Millers, Merger Sub and their respective representatives may provide such documents and information in response to keep confidential any judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information obtained by which, on the advice of counsel, is legally required to be furnished, and provided that Millers or Merger Sub, as the case may be, notifies the Company of its obligation to provide such Founding Company in connection information prior to such disclosure and fully cooperates with the transactions contemplated by this Agreement or any Company to protect the confidentiality of the Other Agreements.such documents and information under applicable

Access to Information. 7.1.1 Prior to the Closing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and representatives, to make such investigation of the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall and shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to afford to Compass reasonably cooperate with Parent, potential sources of capital, rating agencies, prospective lenders and its accountantsinvestors and Parent’s, counselpotential sources of capital, financial advisors rating agencies’, prospective lenders’ and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as investors’ representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") such investigation and counsel for the Underwriters (collectively, the "Compass Representatives")examination, and to the other Founding Companies Parent, potential sources of capital, rating agencies, prospective lenders and investors and their accountants, counsel, financial advisors and other representatives, and Compass representatives shall afford to the Stockholders and cooperate with the Company and their accountants, counsel, financial advisors and other its representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company Representatives or any of its Subsidiaries to holddisclose 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 strict confidence all non-public information furnished writing to it Parent as the representative contemplated by this Section 7.1), (i) neither Parent nor any potential sources of capital, rating agencies, prospective lenders and investors shall contact any suppliers to, or customers of, the Company in connection with respect of this Agreement or the transactions contemplated by this Agreement hereby and (ii) neither Parent nor any potential source of capital, rating agency, prospective lender or investor shall have any right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsits Subsidiaries.

Access to Information. 7.1.1 (a) The Company shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and Merger Subsidiary shall cause afford to the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing Effective Time to all of their its respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information requested by concerning their respective businesses, properties and personnel as Parent or Merger Subsidiary or the other partyCompany, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Compass Parent and Merger Subsidiary shall hold and shall use its their reasonable best efforts to cause the Compass Parent Representatives to hold, and the Stockholders and the Company shall hold and shall use their its reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to it Parent and Merger Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement or any of the Other AgreementsAgreement, except that each of Compass(i) Parent, Merger Subsidiary and the Stockholders Company may disclose such information as may be necessary in connection with seeking any governmental or shareholder approvals contemplated by this Agreement, and (ii) Parent, Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements.

Access to Information. 7.1.1 The (a) Subject to applicable Law and the other provisions of this Section 6.6, the Company and Parent each shall (and shall cause its Subsidiaries to), upon request by the Company Subsidiaries to afford to Compass other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and its accountants, counsel, financial advisors stockholders and such other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, matters as representatives (collectively, the "Representatives") of the underwriters engaged may be reasonably necessary or advisable in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectivelyCompany Proxy Statement, the "Compass Representatives")Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. The Company shall, and to the other Founding Companies and their accountantsshall cause each of its Subsidiaries to, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders Parent and the Company and their accountantsits Representatives, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing earlier of the Effective Time and the termination of this Agreement pursuant to all the terms of their respective Section 8.1, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to their books, contractsrecords, commitments Contracts and records (includingdocuments and shall, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of its Subsidiaries to, furnish reasonably promptly to Parent and its Representatives such information concerning its and its Subsidiaries’ business, properties, Contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent; provided, that such access may be limited by the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential the extent reasonably necessary (i) for the Company to comply with any applicable COVID-19 Measures or (ii) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and to safety of the Company’s and its Subsidiaries’ respective Representatives or commercial partners (provided that, in the case of each of clauses (i) and (ii), the Company shall, and shall cause its Subsidiaries to, use their commercially reasonable best efforts to cause their respective accountants, counsel, financial advisors provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and other representatives safety of such Persons or violating such COVID-19 Measures). Parent and its Representatives shall conduct any such activities in such a manner as not to keep confidential any information obtained by such Founding Company in connection interfere unreasonably with the transactions contemplated by this Agreement business or any operations of the Other Agreements.Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. Notwithstanding the foregoing:

Access to Information. 7.1.1 The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall shall, and shall cause the instruct each Company Subsidiaries to afford to Compass Subsidiary and each of its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")advisors, and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors agents and other representatives (collectively, the "“Company Representatives"”) full access during normal business hours throughout the period prior to: (a) provide to the Closing to all Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, debt financing sources, agents and other representatives (collectively, “Parent Representatives,” and, each, together with each of the Company Representatives, a “Representative”) reasonable access at reasonable times and upon reasonable prior notice to the Company, to the officers, employees, agents, properties, books, contracts, commitments offices and other facilities of the Company or Company Subsidiary and to the books and records thereof and (includingb) furnish, but not limited toor cause to be furnished, financial statements (i) such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by other aspects of the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders Company and the Company Subsidiaries as Parent, Merger Sub or the Parent Representatives may reasonably request and (ii) to Parent, with respect to each fiscal month ending after the date of this Agreement, unaudited monthly consolidated balance sheets of the Company and its Subsidiaries for each fiscal month then ended and related consolidated statements of earnings and cash flows (which the Company shall hold and furnish to Parent substantially contemporaneously with the time such information is furnished on a monthly basis to the Company Board in the ordinary course of business). Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or disclose information where such access or disclosure would (a) interfere in any significant manner with the operation or business of the Company or any Company Subsidiary, (b) jeopardize the attorney-client privilege of the Company or any Company Subsidiary or (c) contravene any Law, binding Contract to which the Company or any Company Subsidiary is party or any privacy policy applicable to the Company’s or any Company Subsidiary’s customer information, it being acknowledged that the parties shall use their reasonable best efforts (which, for the avoidance of doubt, shall not require obtaining the consent, approval or authorization of any Third Party or Governmental Entity) to cause the Company Representatives such information to holdbe provided in a manner that does not so interfere, in strict confidence all non-public information furnished to it in connection with the transactions jeopardize or contravene as contemplated by this Agreement or any of the Other Agreementsclauses (a), except that each of Compass, the Stockholders (b) and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreements(c) above.

Access to Information. 7.1.1 The Company shall shall, and shall cause the Company each of its Subsidiaries to to, afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), Parent and to the other Founding Companies and their officers, employees, accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors counsel and other representatives (collectivelyand advisors of Parent, the "Company Representatives") full access reasonable access, during normal business hours throughout during the period prior to the Closing Effective Time, to all of their respective properties, books, contracts, commitments commitments, personnel and records (including, but not limited to, financial statements and Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to one another Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal or state securities laws or Federal or state banking or thrift laws (other than reports or documents which the Company or subsidiary is not permitted to disclose under applicable law) and (b) all due diligence other information requested by the other partyconcerning its business, properties and 33 personnel as Parent may reasonably request. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdParent will, and will cause its advisors and representatives to, hold any such information which is nonpublic in confidence to the Stockholders extent required by, and in accordance with, the terms of the Confidentiality Agreement dated as of January 17, 1995, between the Company and Parent (the "Confidentiality Agreement"). No investigation by either Parent or Sub shall affect the representations and warranties of the Company, and each such representation and warranty shall survive such investigation. During the period from the date of this Agreement to the Effective Time, the Company shall hold promptly furnish to Parent as the same become available and shall use their reasonable best efforts cause one or more of its designated representatives with appropriate knowledge of the details reflected in or underlying such financial statements and budgets to cause confer on a regular and frequent basis with Parent: (w) copies of all monthly and quarterly interim financial statements (including budgets and variances from budgets), (x) detailed information regarding monthly deposit flow and FHLB funding, (y) copies of monthly loan production reports, and (z) copies of monthly reports regarding sales of securities products. The Company shall promptly notify Parent of any material change in its business or operations and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Entity, or the institution of the threat of material litigation involving the Company Representatives to holdor its Subsidiaries, in strict confidence and shall keep Parent fully informed of all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsevents.

Access to Information. 7.1.1 The During the Pre-Closing Period, the Company shall and shall cause afford Parent, the Debt Financing Sources that have executed a confidentiality or non-disclosure agreement and/or acknowledgment with the Company Subsidiaries or that are otherwise subject to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, the restrictions in the Confidentiality Agreement as representatives (collectively, the "Representatives") a representative of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives")Parent, and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full respective Representatives reasonable access during normal business hours throughout the period prior hours, upon reasonable advance notice, to the Closing to all of their respective information, Contracts, properties, books, contracts, commitments books and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by senior management and other Representatives of the other party. Compass shall hold Company and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders Subsidiaries and the Company shall hold cause its and shall use their reasonable best efforts to cause the Company its Subsidiaries' senior management and other Representatives to holdcooperate with Parent, in strict confidence all non-public information furnished to it the Lenders and their respective Representatives in connection with such access and examination; provided, however, that the transactions Company may restrict or otherwise prohibit access to any documents or 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 would, based upon advice of counsel, give rise to a material risk ofwaiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (c) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound wouldviolate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; provided further, however, that in the case of each of clauses (a) through (c) above, the Company and its Subsidiaries shall cooperate with Parent, the Lenders and their respective Representatives to enter into appropriate confidentiality, joint defense or similar arrangements so that Parent, the Lenders and their respective Representatives may have reasonable access to such information. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish to Parent, as soon as reasonably practicable after the end of each monthly accounting period, copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries and the related unaudited consolidated statements of operations, comprehensive income (loss), and cash flows for such monthly accounting period, in each case to the extent prepared by the Company in its ordinary course of business. Any investigation conducted pursuant to the access contemplated by this Agreement Section 4.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damageor destructionto any property or assets of the Company or any of the Other Agreements, except that each its Subsidiaries. Any access to.the properties of Compass, the Stockholders and the Company may disclose or any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice of its Shbsidiaries shall be subject to the other partyCompany's reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. In addition, Compass will cause each The terms and conditions of the other Founding Companies and their stockholders Confidentiality Agreement shall apply to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company Parent or any of its Representatives in connection with any investigation conducted pursuant to the transactions access -51- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** contemplated by this Section 4.5. Nothing in this Section 4.5 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the Other Agreementsforegoing to prepare any reports, analyses, appraisals, opinions or other information, other than to the extent otherwise prepared in the ordinary course of business.

Access to Information. 7.1.1 The (a) Subject to applicable law, any third party confidentiality agreements and the agreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall give each of Parent and Subsidiary and their counsel, financial advisors, auditors, and other authorized representatives reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of the Company and its subsidiaries, including its outside auditors, shall permit each of Parent and Subsidiary and their respective counsel, financial advisors, auditors and other authorized representatives to make such inspections as Parent or Subsidiary may reasonably require and shall cause the Company Subsidiaries Company's officers or representatives and those of its subsidiaries to afford furnish promptly to Compass Parent or Subsidiary or their representatives such financial and its accountants, counsel, financial advisors operating data and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection information with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and respect to the other Founding Companies business and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and properties of the Company and their accountants, counsel, financial advisors and other representatives (collectively, any of its subsidiaries as Parent or Subsidiary may from time to time request. No investigation pursuant to this Section 6.2 shall affect any representations or warranties of the "Company Representatives") full access during normal business hours throughout parties herein or the period prior conditions to the Closing obligations of the parties hereunder. Information to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and which the Company shall hold and shall use their reasonable best efforts afford Parent access that pertains to cause the Company Representatives to hold, in strict confidence Company's leased properties includes copies of all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreementsleases as well as copies of all documents, except that each of Compassreports, studies, inspections, surveys, title reports, building occupancy and zoning permits, easements, recorded instruments and other information in the Company's possession which pertain to utilities, infrastructure, zoning, environmental condition, the Stockholders leases, and any other condition affecting the Company may disclose any information that it is required by law or judicial or administrative order to discloseleased properties, provided it gives prior prompt written notice and such copies are, to the other party. In addition, Compass will cause each knowledge of the other Founding Companies Company, correct and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementscomplete.

Access to Information. 7.1.1 The Company shall Between the date of this Agreement and shall cause the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company Subsidiaries to afford to Compass and its Subsidiaries shall (i) give Parent, Newco and their respective officers, employees, accountants, counsel, financial advisors financing sources and other representativesagents and representatives full access (subject to reasonable supervision and, includingat the Company's option, without limitationlogging of information to which access is provided) to all buildings, Xxxxxxxxxx Securitiesoffices, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") other facilities and to all books and records of the underwriters engaged in connection with Company, whether located on the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and premises of the Company and their accountantsits Subsidiaries or at another location; (ii) permit Parent and Newco to make such inspections as they may reasonably require; (iii) cause its officers to furnish Parent and Newco such financial, counseloperating, financial advisors technical and product data and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior information with respect to the Closing business and assets and properties of the Company and its Subsidiaries as Parent and Newco from time to all of their respective propertiestime may reasonably request, books, contracts, commitments and records (including, but not limited to, including without limitation financial statements and Tax Returnsschedules available at any location other than the Company's headquarters and none of such technical information shall be removed from such headquarters (whether in written, electronic or other format) andwithout the prior written consent of the Company; (iv) allow Parent and Newco the opportunity to interview such employees and other personnel and affiliates of the Company and its Subsidiaries with the Company's prior written consent, during such period, which consent shall furnish promptly to one another all due diligence information requested not be unreasonably withheld or delayed; and (v) assist and cooperate with the Parent and Newco in the development of integration plans for implementation by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, Parent and the Stockholders and Surviving Corporation following the Effective Time; provided, however, that no investigation pursuant to this Section 7.2 shall affect or be deemed to modify any representation or warranty made by the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information herein. Materials furnished to it in connection with the Parent pursuant to this Section 7.2 may be used by the Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementshereby.

Access to Information. 7.1.1 The Subject to applicable law, the --------------------- Company and its subsidiaries shall and shall cause the Company Subsidiaries to afford to Compass Parent and its Merger Subsidiary and their respective accountants, counsel, financial advisors and other representativesadvisors, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") sources of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors financing and other representatives (collectively, the "Company Parent Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Closing Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by any of them pursuant to one another all due diligence information requested the requirements of federal or state securities laws or filed by any of them with the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it SEC in connection with the transactions contemplated by this Agreement Agreement, and (ii) such other information concerning its businesses, properties and personnel as Parent or any Merger Subsidiary shall reasonably request and will use reasonable efforts to obtain the reasonable cooperation of the Other AgreementsCompany's officers, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountantsemployees, counsel, accountants, consultants and financial advisors in connection with the investigation of the Company by Parent and other representatives to keep confidential any the Parent Representatives. All nonpublic information provided to, or obtained by such Founding Company by, Parent in connection with the transactions contemplated hereby shall be "Information" for purposes of the Confidentiality Agreement dated March 2, 2000 between Parent and the Company (the "Confidentiality Agreement"), provided that Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by this Agreement reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by reason of the Other Agreementscontract, agreement or understanding with third parties.

Access to Information. 7.1.1 The (a) During the Interim Period, the Company shall give, and shall cause direct its Representatives to give, the Company Subsidiaries to afford to Compass Parent and its accountantsRepresentatives, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access at reasonable times during normal business hours throughout and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the period Company, as the Parent or its Representatives may reasonably request regarding the Company and its businesses, assets, liabilities, Tax Liabilities, Indebtedness, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct InnoHold and its Affiliates to reasonably cooperate with the Parent and its Representatives in their investigation; provided, however, that (A) the Parent and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, the Parent or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Company, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority (including any Antitrust Laws) or the provisions of any agreement to which the Company is a party (taking into account the confidential nature of the disclosure). Other than as expressly provided in this section, the Parent is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, joint-venture partner, lessor, lender or other material business relation of the Company prior to the Closing Effective Time without the prior written consent of the Company, such consent not to all of their respective propertiesbe unreasonably withheld, booksdelayed or conditioned. The Parent shall, contracts, commitments and records (including, but not limited shall cause its Representatives to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested abide by the other party. Compass shall hold terms of any confidentiality agreement with respect to such access and shall use its reasonable best efforts to cause the Compass Representatives to hold, and the Stockholders and the Company shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public any information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each such Founding Company to keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the Other Agreementsits Representatives.

Access to Information. 7.1.1 The Company shall and shall cause From the Company Subsidiaries to afford to Compass and its accountants, counsel, financial advisors and other representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Representatives") date of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and this Agreement to the other Founding Companies and their accountantsClosing, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and each of its Subsidiaries shall: (a) provide to Parent, Merger Sub and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full respective Representatives 88758860_15 reasonable access during normal business hours throughout in such a manner as not to interfere unreasonably with the period operation of any business conducted by the Company and its Subsidiaries, upon reasonable prior written notice to the Closing Company or its Subsidiaries, as applicable, to all the officers, employees, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (b) provide to Parent, Merger Sub and their respective properties, books, contracts, commitments Representatives non-exclusive access credentials to online portals and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another databases for all due diligence information requested by the other party. Compass shall hold and shall use its reasonable best efforts to cause the Compass Representatives to holdAlcohol Beverage Authorities, and the Stockholders and all third party compliance companies, with which the Company shall hold has, or has had, and shall use their reasonable best efforts to cause account, solely for the Company Representatives to hold, in strict confidence all non-public purpose of providing required information furnished to it regarding Parent or Merger Sub in connection with the transactions contemplated by this Agreement Transactions, and in no event, shall Parent, Merger Sub or their respective Representatives make any representations regarding the Company or its Subsidiaries in such portals and databases; and (c) furnish promptly such information concerning the business, properties, Contracts, assets and Liabilities of the Company and its Subsidiaries as Parent, Merger Sub or their Representatives may reasonably request; provided, however, that the Company and its Subsidiaries shall not be required to afford such access or furnish such information to the extent that the Company and its Subsidiaries believe in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the Company or any of the Other Agreementsits Subsidiaries with respect to confidentiality to any third party or otherwise breach, except that each of Compass, the Stockholders and contravene or violate any then effective Contract to which the Company may disclose or any information of its Subsidiaries is party; or (iii) breach, contravene or violate any applicable Law in any material respect (provided that it is required by law the Company and its Subsidiaries shall use commercially reasonable efforts to allow for such access or judicial or administrative order to disclosedisclosure in a manner that does not result in the events set out in clauses (i) through (iii)). Parent and Merger Sub shall, provided it gives prior prompt written notice to the other party. In addition, Compass will and shall cause each of the other Founding Companies and their stockholders respective Representatives, to enter into a provision similar hold all information provided or furnished pursuant to this Section 7.1 ----------- requiring each such Founding Company to keep 6.3 confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection accordance with the transactions contemplated by this Agreement or any terms of the Other AgreementsConfidentiality Agreement.